Loading...
HomeMy WebLinkAboutSubmittal-Albert Dotson-Back-up Documents Regarding RFP'Shame on you! Whoever did this, shame on you!' - Commissioner Reyes, 5/23/19 'People don't want to win the contract because of ability to perform, they want to win by destroying.' - Commissioner Gort, 5/23/19 i\\\\ MRA )%r\ ka\A. 1\mq\\c tiko, t? Tab 1: Official written communication from U.S. Department of Treasury Chief Legal Counsel at the Office of Foreign Assets and Control to the City Attorney, confirming that RCI did not and does not do business in Cuba. Tab 2: Resume of Charles Steele, Chief Legal Counsel at the U.S. Department of Treasury Office of Foreign Assets and Control. Tab 3: Letter from the U.S. Department of Treasury, stating that it has no records that RCI or its principals have ever been granted a license to do business in Cuba. Tab 4: Affidavit of Robert W. Christoph, Jr., principal of RCI, stating that it does not have a license to do business in Cuba, and has never engaged in any business operations in Cuba. Tab 5: Affidavit of Bryan Redmond, principal of.Suntex, stating that it does not have a license to do business in Cuba, and has never engaged in business operations in Cuba. Tab 6: Communication from Yehudi Gaffen, stating that he created the proposal to the San Diego Port Authority, in which he inaccurately stated that RCI does business in Cuba, and stating that he did not confirm that information with RCI prior to putting it in the proposal. Tab 7: Articles confirming that RCI Travel Group, a different and unrelated company, expanded into Cuba issued at the same time of the San Diego proposal. The articles clearly reference a different RCI, which is owned by the Wyndham hotel group. Tab 8: U.S.-Cuba Trade and Economic Council Inc. list of U.S. Companies with a Presence in Cuba. RCI is not on the list, but Wyndham is. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk From: <Charles.Steele2@treasurv.gov> Date: July 3, 2019 at 6:51:33 PM EDT To: <hschweitzer@cozen.com> Cc: <VMendez@miamigov.com> Subject: RCI Marine, Inc. **EXTERNAL SENDER** Mr. Schweitzer, I am writing in response to yourJune 27 and 28, 2019 communications with the U.S. with respect to RCI Marine, Inc. of Miami Beach, FL. You requested a statement o evidence confirming that Treasury has not issued a license granting RCI Marine, conduct business in Cuba. The Treasury Department's Office of Foreign Assets Control (OFAC) administers U.S including those related to Cuba. This message confirms that OFAC has not issued a Marine, Inc., authorization to conduct business in Cuba. I hope this message sufficiently responds to your request. Thanks. Charles M. Steele Chief Counsel, Office of Foreign Assets Control Cc: Victoria Mendez, Esq. City Attorney The City of Miami, Florida Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Treasury Department r other documentary Inc. authorization to . economic sanctions, license granting RCI Notice: This communication, including attachments, may contain information that is confidential and protected by the attorney/client or other privileges It constitutes non- public information intended to be conveyed only to the designated recipient(s). If the reader or recipient of this communication is not the intended recipient, an employee or agent of the intended recipient who is responsible for delivering it to the intended recipient, or you believe that you have received this communication in error, please notify the sender immediately by return e-mail and promptly delete this e-mail, including attachments without reading or saving them in any manner. The unauthorized use, dissemination, distribution, or reproduction of this e-mail, including attachments, is prohibited and may be unlawful. Receipt by anyone other than the intended recipient(s) is not a waiver of any attorney/client or other privilege. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Contact www.linkedin.com/in/charles- steele-ba137b32 (Linkedln) www.fincen.gov (Company) www.fincen.gov/about_fincen/pdf/ bio_deputy_director.pdf (Personal) Charles Steele Chief Counsel at Office of Foreign Assets Control (OFAC) Washington, District Of C-olurnbi 3 Experience Office of Foreign Assets Control (OFAC) Chief Counsel January 2019 - Present \A'a s'nington I Z.(_... .,tro Area Office of the Comptroller of the Currency Deputy Chief Counsel October 2016 - January 2019 (2 years 4 months) vatal'ldi" oton. Davis Polk & Wardwell LLP Counsel March 2015 - October 2016 (1 year 8 months) Mr. Steele advised financial institutions and corporations on regulatory and security matters involving economic and trade sanctions, Bank Secrecy Act/anti-money laundering (BSA/AML) requirements, transaction reviews conducted by U.S. government agencies and the Committee on Foreign Investment in the United States (CFIUS), and the Foreign Corrupt Practices Act (FCPA). KPMG US Managing Director December 2013 - February 2015 (1 year 3 months) Mr. Steele provided forensic advisory services in matters involving economic and trade sanctions, anti -money laundering, anti -bribery and corruption, and fraud. U.S. Department of the Treasury Associate Director for Enforcement, OFAC (Office of Foreign Assets Control) August 2011 - November 2013 (2 years 4 months) wasnington, D.C. Oversaw OFAC's enforcement staff, who conduct investigations and bring civil penalty actions for violations of U.S. economic and trade sanctions. Page 1 of 4 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. U.S. Department of the Treasury Deputy Director, FinCEN (Financial Crimes Enforcement Network) October 2009 - August 2011 (1 year 11 months) Vien!la.VA Provided oversight and direction to FinCEN's staff across the full range of the agency's operations, to help ensure effective coordination of anti -money laundering (AML) and combating the financing of terrorism (CFT) initiatives. FinCEN supports law enforcement and regulatory agencies through sharing and analysis of financial intelligence; promotes domestic and international cooperation in AMUCFT efforts; and administers and enforces the Bank Secrecy Act (BSA). FinCEN serves as the Financial Intelligence Unit (FIU) for the United States, and is one of the more than 130 FIUs making up the Egmont Group, an international organization focused on information sharing and cooperation among FIUs in support of AML/CFT efforts. U.S. Department of Justice Chief of Staff, National Security Division April 2006 - October 2009 (3 years 7 months) Washington. D.0 Served as Chief of Staff to the first two Assistant Attorneys General for National Security, beginning with the creation of the National Security Division in 2006. Provided oversight and direction to division staff and served as a principal legal and policy advisor to the Assistant Attorneys General. Supervisory duties included oversight of the Foreign Investment Review Staff, who represent the Department of Justice on the Committee on Foreign Investment in the United States (CFIUS). Federal Bureau of Investigation Chief of Staff to the Director, FBI September 2004 - April 2006 (1 year 8 months) washir c _)n LD (, Page 2of4 Served as a principal advisor to the Director, and assisted with the management of the agency. Cadwalader, Wickersham & Taft LLP Special Counsel, Business Fraud and Complex Litigation Group August 2003 - September 2004 (1 year 2 months) \Alasriingfl n. D.C. Corporate internal investigations; Foreign Corrupt Practices Act (FCPA); white collar criminal defense. Federal Bureau of Investigation Deputy General Counsel, FBI August 1999 - August 2003 (4 years 1 month) Washington. D.0. Oversaw the Investigative Law Branch, 1999-2002 (which provided legal advice and support in criminal investigative and forfeiture matters), and the National Security Law Branch, 2002-2003 (which provided legal advice and support in counterterrorism, counterintelligence, and other national security matters). U.S. Department of Justice Assistant U.S. Attorney, District of Arizona September 1991 - August 1999 (8 years) Phoenix, AZ White collar criminal prosecution (grand jury investigations, trials and appeals). Served three years as Deputy Chief of the Criminal Division in charge of the White Collar Crime Section. Conducted and/or supervised prosecutors who conducted investigations and prosecutions in bank fraud, bankruptcy fraud, false claim, false statement, fraud against the government, health care fraud, mail fraud, procurement fraud, wire fraud, money laundering, and public corruption cases. Dunnells, Duvall & Porter Associate July 1990 - August 1991 (1 year 2 months) Washington. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Commercial litigation and white collar criminal defense. U.S. Department of Justice Assistant U.S. Attorney, District of Columbia October 1986 - July 1990 (3 years 10 months) Page 3 of 4 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Washington. D.C; Violent crime and drug prosecutions (trials and appeals). Education Georgetown University Law Center JD • (1981 - 1984) University of Virginia BA, Economics • (1977 - 1981) Page 4 of 4 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk DEPARTMENT OF THE TREASURY WASHINGTON, D.G. 20220 June 28, 2019 FOIA No. 2019-06-123 OASIS No. 1065694 Elise Gerson 1450 Brickwell Ave. Suite 2300 Miami, FL 33132 VIA ELECTRONIC MAIL: egerson@bilzin.com Dear Ms. Gerson: This letter is the final response to your June 18, 2019 Freedom of Information Act (FOIA), 5 U.S.C. § 552, request to the Department of the Treasury seeking confirmation that the following entities and persons have not been granted a license to do business in Cuba: • RCI Marine, Inc. (a Florida limited liability company), • Robert W. Christoph, Sr. (principal of RCI Marine, Inc.), and • Robert W. Christoph, Jr. (principal of RCI Marine, Inc.) Treasury referred your request to Office of Foreign Assets Control (OFAC) for processing on June 20, 2019. Please be advised that OFAC is experiencing a substantial backlog of FOIA requests that has adversely affected its response time. In a telephone conversation on June 20, 2019, you agreed to modify the scope of your request to any licenses issued to RCI Marine, Inc., Robert W. Christoph, Sr., and Robert W. Christoph, Jr. OFAC has searched its files for records responsive to your request. Unfortunately, we were unable to locate any responsive records. You may appeal our final determination, in writing, within 90 days after the date of this letter to the FOIA Appeal, FOIA and Transparency; Privacy, Transparency, and Records; Department of the Treasury, 1500 Pennsylvania Ave., NW, Washington, DC 20220. The deciding official for OFAC appeals is the Director, Office of Foreign Assets Control. Please include a copy of this letter with your letter of appeal and reference FOIA No. 2019-06-123 in future correspondence. You may seek dispute resolution services from Treasury's FOIA Public Liaison by contacting Paul Levitan, Director, FOIA and Transparency at 202-622-8098 or FOIAPL@treasury.gov. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Ms. Gerson Page 2 The Office of Government Information Services (OGIS) also mediates disputes between FOIA requesters and Federal agencies as a non-exclusive alternative to litigation. If you wish to contact OGIS, you may email them at ogis@nara.gov or call 1-877-684-6448. If you need to contact our office about this matter, you may send an email to our office at OFACFOIAOffice@treasury.gov or call our FOIA Requester Service Center at (202) 622-2500, option 3 and leave a detailed message. Please reference FOIA No. 2019-06-123. Sincerely, Marshall H. Fields Jr. Digitally signed by Marshall H. Fields Jr. Date: 2019.06.28 11:46:45-04'00' Marshall H. Fields, Jr. Assistant Director Information Disclosure and Records Management Office of Sanctions Support and Operations Office of Foreign Assets Control Enclosure: Administrative Appeal and Dispute Resolution Sheet ADMINISTRATIVE APPEAL AND DISPUTE RESOLUTION SHEET ADMINISTRATIVE APPEAL RIGHTS You may file an appeal with the Department of the Treasury when: Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk • Access to records has been denied in part or in whole; • There has been an adverse determination of your requester category; • Your request for fee waiver or reduction has been denied; • It has been determined that no responsive records exist; or • Your request for expedited processing has been denied. Your appeal, other than an appeal of a denial for expedited processing, must be submitted within 90 days after (1) the date of the initial determination, or (2) the date of the letter transmitting the last records released, whichever is later, except in the case of a denial of expedited processing. An appeal of a denial for expedited processing must be made within 10 days of the date of the initial determination to deny expedited processing. The appeal must be in writing, signed by you or your representative, and contain the following information: • Your name and address; • Date of your initial request; • Date of the letter denying your request; • Description of why you believe the initial determination was in error; and • The FOIA/PA number assigned to your request. Please mail your appeal to: FOIA Appeal FOIA and Transparency Privacy, Transparency, and Records Department of the Treasury 1500 Pennsylvania Ave., N.W. Washington, D.C. 20220 The deciding official for OFAC appeals is the Director, Office of Foreign Assets Control. DISPUTE RESOLUTION SERVICES Available through: 1. The Treasury FOIA Public Liaison by contacting Paul Levitan, Director, FOIA and Transparency at 202-622-8098 or FOIAPL@treasury.gov. 2. The Office of Government Information Services (OGIS) by emailing them at ogis@nara.gov or calling them at 1-877-684-6448. AFFWAVJT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ' Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Before me, the undersigned authority, personally appeared, ROERT W. CHRISTOPH, JR. ("Airlant"), who swore or affirmed that: Milant is a principal oURCt Group ("RCP). RC 1 is a. mernber or Virginia Key, LIC, joint venture and the recommended proposer in connection with City or Miami Request for Proposals 1647-011 for the redevelopment of the Virginia Key Marina (th "Project"), 2. Affiant is responsible rot' RCP's business operations .anci is aware of all business conducted by RC1. 3. RCI has not entered into any business transactions with Cuba., 4. RC; has not engaged in any business operations in Cub, including "business operations" as defined in Florida Statute Section 287.135, which is defined as "acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce." 5. RCI is not a parent or subsidiary of a company that has entered into any business transactions with Cuba, or engaged in any business operations in Cuba. FURTHER AFFIANT SAYETH NAL era V. Chrisoph, Jr„ Sworn to and subscribed before me on this ,5 day of June, 2019 by ROBERT W. CHRISTOPH, JR., who is personally known to me and did not take Name: Att5q___Sozatet_____ Commission No.: Notary Public, State ofaxiir Cr My Commission Expires: (2131/20)q AFFIDAVIT STATE OF FLORIDA ) COUNTY OF MIAMI-DADS ) Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Before me, the undersigned authority, personally appeared, BRYAN C. REDMOND ("Affiant"), who swore or affirmed that: 1. Affiant is the President of Suntex AI Marinas, LLC ("Suntex"). Suntex is a member of Virginia Key, LLC, a joint venture and the recommended proposer in connection with City of Miami Request for Proposals 16-17-011 for the redevelopment of the Virginia Key Marina (the "Project"). 2. Affiant affirms that Suntex has not entered into any business transactions with Cuba. 4. Suntex has not engaged in any business operations in Cuba, including "business operations" as defined in Florida Statute Section 287.135, which is defined as "acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce." 5. Suntex is not a parent or subsidiary, or affiliate of a company that has entered into any business transactions with Cuba, or engaged in any business operations in Cuba. FURTHER AFFIANT SAYETH NAUGHT. Bryan C. Redmond Sworn to and subscribed before me on this day of July, 2019 by BRYAN C. REDMOND, who is personally known to me and did not take an oath. PAM A MYEHS Notary 10 • 130872402 My'Commiralon Expires 0ctober24, 2020 Name: 00 Commission No.: /If 7 q ? Notary Public, State of Texas My Commission Expires: /0/z//261 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk From: Gaf <Gaf@gafcon.com> Date: June 11, 2019 at 12:43:23 PM EDT To: Robert Christoph <rwcjr@rcimarine.com> Subject: RCl/Seaport San Diego Hi Bobby, Once again, we would like to congratulate you on the successful proposal to redevelop the Virginia Key Marina into a world class waterfront. You requested that I clarify some aspects of the proposal that was submitted in 2016 to the Port of San Diego for the Central Embarcadero Project now known as Seaport San Diego related to a statement in the submission that RCI was doing work in Cuba. For the record I oversaw the preparation of the response. It appears that the reason for the statement in the proposal (that RCI was doing work in Cuba) is that our proposal preparation team undertook independent research and saw that an "RCI" out of Florida was beginning development in Cuba and assumed that it was you. We now understand this was another entity (RCI Timeshare) and not your company. This information was never confirmed with you. You have clarified that your RCI entity or any affiliate is NOT doing any work in Cuba. We have made our contact at the Port of San Diego (Lucy Contreras) aware of this confusion. Very Truly Yours, Gaf gafcon Yehudi "Gaf" Gaffen Chief Executive Officer direct 858.875.0011 I main 858.875.0010 I mobile 619.247.5181 5960 Cornerstone Court West, Suite 100 I San Diego, CA 92121 I www.gafcon.com WE DELIVER COMPLEX PROJECTS THAT POWER VIBRANT COMMUNITIES 19 011 CONYIraENTI LITY NOTICE: This email and attachments are intended solely for the addressee(s) and may contain confidential information and may be legally protected from disclosure. If you received this message in error, please irramediately alert the sender by reply ernail sand then delete this message and any attachments. if you are not the intended recipient, you are hereby notified that any use, clisserninrltion, copying, or storage of this ernail or its attachments is prohibited. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 1: "RCI Becomes First Timeshare Exchange Company to Offer Travel Packages in Cuba" Date: May 2, 2016 Source: Cision PR Newswire https://www.prnewswire.com/news-releases/rei-becomes-first-timeshare-exchange-cornpany-to- offer-travel-packages-in-cuba-300260733.html 2: "Timeshare Company RCI to Sell Cuba Packages" Date: May 2, 2016 Source: Travel Weekly https://www.travelweekly.com/Caribbean-Travelffimeshare-companv-RCI-to-sell-Cuba-packaoes 3: "RCI Becomes First Timeshare Exchange Company to Offer Travel Options to Cuba" Date: May 2, 2016 Source: Travel Pulse httos://www.travelpulsecom/news/hotels-and-resorts/rci-beeornes-first-timeshare-exchang companv-to-offer-travel-options-to-cuba.html 4: "RCI Becomes First Exchange Company to Offer Travel Packages in Cuba" Date: May 3, 2016 Source: The Timeshare Authority https://www.thetimeshareauthority.com/2016/05/03/rci-becomes-first-exchange-companv-to-offer- travel-packages-in-cuba/ 5: "RCI Becornes First Timeshare Exchange Company to Offer Travel Packages in Cuba" Date: May 5, 2016 Source: Travel Daily News https:/ANww.traveldailynews.com/post/rci-becomes-first-timeshare-exchanoe-companv-to-offer- travel-packages-in-cuba 6: "4 Questions for Eugenio Macouzet, RC! Caribbean" Date:: May 14, 2017 Source: Hotel Management https://www.hotelmanagement.net/development/4-ouestions-for-eugenio-macouzet-rci-caribbean 7: "RCI Keeps Growing in the Caribbean" Date: May 16, 2016 Source: Caribbean Journal https://www.caribiournal.com/2017/05/16/rci-keeps-erowing-caribbean/ 8: "Melia Continues Cuba Expansion with Five New Hotels" Date: May 2, 2018 Source: RCI Ventures https://rciventures.cominews/latin-america/melia-continues-expansion-cuba/ 9: "RC! Celebrates 45 years of Providing Unforgettable Vacations" Date: April 8, 2019 Source: Wyndham Destinations https://www.mndham•estinations.com/news-media/press-releases/rci-celebrates-45-years-of- providing-unforgettable-vacations 10: °Caribbean & Cuba Charms" Source: RCI Travel http://www.rcitravel.corn.au/package-details.php?id=caribbean-and-cuba-charms Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk RCI Becomes First Timeshare Exchange Company to Offer Travel Packages in Cuba RCI to offer tours to the sought-after destination for RCI Platinum® members residing in the U.S. NEWS PROVIDED BY RCI May 02, 2016, 09:00 ET HOLLYWOOD, Fla., May 2, 2016 /PRNewswirei-- RCI, the global leader in vacation exchange, has opened doors to a new frontier for timeshare owners. The company is offering travel options to Cuba through a new alliance with Cuba Travel Services, an established travel tour company. This relationship is a first in the timeshare exchange industry. RCI Platinum® members in the U.S. will now have access to unique "people -to -people" educational tour packages designed and operated by Cuba Travel Services. With an initial pilot of the tours providing two customized itineraries, RCI Platinum members and their guests can book five -night and seven -night rental packages with departure dates starting this summer. The packages include charter flights from Miami to Havana, accommodations in Havana and Varadero, educational people -to -people activities, select meals and assistance with travel documents and license requirements. The itineraries bring travelers to important historical and cultural sites, providing great opportunities to interact with the Cuban people, including visits to Revolution Square, the studio of famous artist Jose Rodriguez Fuster, Ernest Hemingway's museum at. Finca Vigia, local farms and sugar cane fields, the marina at Cayo Bianco and more. Travelers will enjoy further insight into Cuban culture through a taste of Cuban cuisine and interactions with dance instructors, musicians and local guides„ "We are so excited to be entering a new destination with our foray into Cuba," said Gordon Gurnik, president of Ra. "With recent changes to travel regulations, there is an amazing opportunity for Americans to visit Cuba and experience a new culture. "We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of all U.S. adults said they would consider taking a vacation to Cuba within the next two years," Gurnik continued. "With that type of enthusiasm, we wanted to give RCI Platinum members a way to experience this new destination with this initial tour program." Cuba Travel Services is a travel service provider headquartered in Cypress, California, and is one of the leading providers of "people -to -people" educational tours to Cuba. "People -to -people" travel is one of the educational activities that are approved forms of travel for Americans visiting Cuba. Cuba Travel Services has significant experience in managing and operating tours, as they have been sending travelers on memorable trips for more than 16 years. "We were so happy to join RCI in offering specially designed Cuba itineraries to RCI Platinum members," said Michael Zuccato, general manager of Cuba Travel Services, "For years, our team has been creating amazing travel experiences in Cuba, and we are so excited to begin offering these options to vacation exchange members. The Cuban culture and the beauty of the country make for truly memorable trips, and we are confident Ra's members will love traveling there as much as we do.'" With the pilot program offering dates for travel beginning this summer, PCI Platinum members in the U.S. will be contacted about travel opportunities. As the program gains popularity and demonstrates successful travel experiences for RCI Platinum members, additional travel dates may be added to expand the opportunity to a larger RCI member base. Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk About RCI RC! is the worldwide leader In vacation exchange with approximately 4,300 affiliated resorts in more than 100 countries, RCI pioneered the concept of vacation exchange in 1974, offering members increased flexibility and versatility with their vacation ownership experience. Today, through the RCI Weeks° program, the week -for -week exchange system, and the RCI Points° program, the industry's first global points -based exchange system, RCI provides flexible vacation options to its 3.8 million RCI subscribing members each year. RCI's luxury exchange program, The Registry Collection® program, is the world's largest program of its kind with approximately 200 affiliated properties either accessible for exchange or under development on six continents. RCI is part of Wyndham Destination Network and the Wyndham Worldwide family of brands (NYSE: WYN). For additional information, visit our media center. RCI can also be found on Facebook, YouTube and Twitter. About Cuba _Travel Services Cuba Travel Services (CTS) is the leading authorized air charter and travel company providing a diverse set of services to, from and within the Republic of Cuba. As the premier indirect air carrier, CT'S arranges flights from Miami, Los Angeles, New York (JFK) and Tampa to Havana, Cienfuegos, Santa Clara, Camaguey, Holguin and Santiago de Cuba using next generation Boeing 737-800 and Airbus A320 aircraft. The largest US based tour operator and destination management company serving the country, Cuba Travel Services offers hotels bookings, transportation services and specialized tour programming all consistent with US Government travel restrictions. CTS has been arranging flights and travel services to Cuba for more than 16 years and Is widely regarded as the most trusted and respected travel company in the industry. For more information follow us on Facebook, Google 1-, Twitter, Instagram, YouTube or visit www.cubatravelservices.com. Logo - http://photos.prnewswIre.comipmh/20150820/259918LOGO SOURCE RCI Related Links http://wvvw.rci.com Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk https://wwwornewswire.cornkiews-releaseskdbeconnes-fimt-timeshers.exchange-comparay-ta-Dileplravel-packages-In-cuba.300260733-html 313 6/5/2019 'nrceshare company RC O to sell Cuba packages: Travel Weakly CARIBBEAN Timeshare company RCI to sell Cuba packages By Danny King May 02, 2016 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Wyndham Worldwide's RCI division said Monday that this summer it will become the first timeshare -exchange company to sell Cuba travel packages. RCI, through a partnership with travel agency Cuba Travel Services, will coordinate charter flights to Havana from Miami, lodging in Havana and Varadero, and meals and educational activities. The two itineraries will include visits to Revolution Square and local sugar -cane fields, and tours of sites such as Ernest Hemingway's former home that was turned into the museum Finca Vigia and a studio tour of Cuban artist Jose Rodriguez Fuster. RCI will offer the packages to its Platinum -level members in the U.S. RCI joins a growing list of U.S.-based companies that have added travel services and products in Cuba since the Obama administration in March began allowing solo travel to the island. Most notably, Starwood Hotels & Resorts and Marriott International in late March were approved by the U.S. Treasury Department to operate hotels in Cuba, clearing the way for the first U.S. hospitality operations in the country in almost 60 years. Copyright 2019 Northstar Travel Media, LLC. All Rights Reserved, 100 Lighting Way Secaucus, Ni 07094-3626 USA Telephone: (201) 902-2000 https://www.travelweekly.comiCaribbean-Travel/Tirneshare-company-RCI-to-sell-Cuba-packages httpa://www,travelweekly.comICaribbean-Travelfrmeshare-cempany-RCI-to-sell-Cuba.packages 1/1 5r24/2019 RC Becomes First Timesham Exchange Company to Offer Travel Options to Cuba I TravelPulse List tMdaxed: I I Ati AM ET, Mort May02 200c, RCI Becomes First Timeshare Exchange Company to Offer Travel Options to Cuba NOMorAATR;Cy CLA11,xe,. htiAlf 0E, 2016 - tin-100 iiitintteicittittittiinittun PHOTO: Havana, Cuba (Photo courtesy of Thinkstock). Through an alliance with Cuba Travel Services, Wyndham Worldwide's RCI has become the first timeshare exchange to offer U.S. members travel packages to Cuba. Starting this summer, RCI Platinum members in the U.S. will be able to book five- and seven -night rental packages. The educational tour packages, designed and operated by Cuba Travel Services, will include charter flights to Havana from Miami, accommodations In Havana and Varadero, educational activities and select meals. Members will also receive assistance with necessary travel documents and license requirements. TRENDING NOW Navigating Cuba Hui:As Arc. G.-1mi tlg au Cuba. Including the. First U...FarQ 1-1.nttti NOTEL & Fil.s7-7,'-',P'-,--F,it'l ft.uitip Admit +is tcil t to I i - -.., . cutiks v.,:r.qtrit:Uoits Nit.iv „•-tr , .,....::: Scuttkt Ci t.us, Ship._ CRUISE LINE it CRUISE SI-OP Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Subscribe to our newsletter for free to receive the top offers, tips, advice, news, and video from everything travel Email* What Rest Describes You?* Traveler (.. Travel Agent Travel Supplier Submit AligilatlatieNUMAISIVAT FEATURED VIDEO - • - tra7 Experience What The Cosmopolitan of Las Vegas Has to Offer htipeliwww.travelpulse.comlnewelholeis-and-rasorteftel-beeomee-first-timeshare.exchange-company4o.offer4ravol-options-lo.coba.html international "ittIttrstll Far Kicks Olt in Havana, CtIbit DESTINATION TOURISM 1/3 5/24/2019 RCI Becomes First Timeshare Exchange Company go Offer Travel Options io Cabal ToweiPuise We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of all U.S. adults said they would consider taking a vacation to Cuba within the next two years," said Gurnik In a statement. "With that type of enthusiasm, we wanted to give RCI Platinum members a way to experience this new destination with this Initial tour program." Travel Industry 147acts o President Trurnir Net,/ Crackdown... IMPACTING TRAVEL READ MORE: Starwood cortle5 Firs, US Ht)spitality Company to Enter Coba historical and cultural attractions featured In the pilot itineraries Include Revolution Square, arttstiose Rodriguez Fuster's studio, Ernest Hemingway's museum at Finca Vigra, the marina at Cayo Blanco and local farms, among other sites. RCI said that Platinum members In the U.S. will be contacted about travel opportunities to Cuba this summer. Moving forward, assuming the program is popular and successful, the company plans to add new dates and eventually offer the trips to additional RCI members. Follow TravelPaise For more information on CligA For more l.:07.EL C;ES‘.);"..1" MORE BY PATRiC1, • LISTEN:. Record Summer for TraveL Cruise Ship Rescue end MOM on the TravelPute Pam' • Dr, Beach Reveals Top 10 US Beaches for 2019 Indulge in All -Inclusive Dining at Palace Resorts The Westin Los Angeles Mrport: Stay, Play and Unwind LA Hard Rock Unveils Plans for World's Only Guitar Shaped... hittps:ftww.traveipaise.corninews/hotels-ancl-resertsfrol-becomes-flret-timeshare-exchange-company-to-offer-travel-options-to-cabahlmi NOW Freak $353: Mediterranean Honeymoon Oceanulew Club Level Now From $498: Royal Seaside Crystal Lagoon rite Bedroom SANDP.S RES.011"( Night: Beachiront Millionaire One Bedroom Butler snrir)=4.: LATEST OPINIONS AND BLOCS SCUBA Diving in the South Pacific With Paul Gauguin Cruises WiNtS,SALOY' What Your Agency Can Do During Slow Season COUR: 1.1..rio.i,ANN Must -See UNESCO World Heritage Sites in Asia CTfL 01.1i9S OC MOST READ ••••.••••••••• 30 Safest Places to Travel in 2019 DESTINATION & TCIURISM 29 Best Rides at Universal Studios Orlando Theme Parks ENTERTAINMENT The 25 Most Charming Towns In America DESTINATION 81 TOURISM 30 Top LORA? 'Travel Destinations for 2019 DESTINATION & TOURISM 12 Game of rones Flbning Locations in Dubrovnik, Croatia ENTERTAINMENT Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Aston Martin and Waldorf Astoria Create Unforgettable GIarriping Experiences 5124/2010 11.1•19•.0110•111I14011/11115114•11417116 RC 1 Becomes First Exchange Company to Offer Travel Packages in Cuba HMI SW. TIMt:SHARE BUY TIMESHARE RENT TIMESHARE ABOUT 11111111111 Home ) More New liCi Becomes First Exchange Company to Offer Travel Packages in Cuba RCI Becomes First Exchange Company to Offer Travel Packages in Cuba Author:Staff Contactor Topics: obb travel. coba travelsonikes. agX§, Etta fici Tkw$ctay,. May S. 2016 RigiflUDIffattej5. 0 Yesterday. RCI decided to offer a brand new opportunity for timeshare owners. The company has formed a new alliance with Cuba Travel Services to offer options far owners to travel to Cuba with an PC 1 Platinum membership. This is the first relationship of Its kind within the timeshare exchange industry. Cuba Travel Services offers a variety of educational tour packages that include charter flights to Miami to Havana, accommodations in Havana and Varadero. educational people -to -people activities, select meals. and assistance with travel documents and license requirements. These experiences will now be available to RCI Platinum members throughout the US. Booking dates for five or seven night rental packages begin this summer. These unique itineraries will allow travelers to visit important historical and cultural sites throughout Cuba. while giving them the opportunity to interact with the local people while sampling local cuisine and participating in area tradition& We are so excited to be entering a new destination with our foray into Cube said Gordon Gurnik, president of RCI. "With recent changes to travel regulations. there Is an amazing opportunity for Americans to visit Cuba and experience a new culture, We know people are looking for awls to visit. with new data from MMGY Global reporting that 19 percent of an aduits saki they would consider taking a vacation to Cuba within the next two years_ With that type of enthusiasm, we wanted to give RCI Platinum members a way to experience this new destination with this Initial tour program:* Timeshare News and marir Owners. Sellei..;. Buyers nu Submitted into the public record for item (s) RE.1 . on 07/11/2019 , City Clerk SellMy irneshareNOW.“), BUY A TIMESHARE RENT A TIMESHARE RENT MY 'TIMESHARE SELL. MY TIMESHARE CONNECT WITH US Mow aVacationtiotN4 SUBSCRIBE Enter ytxnm1 ite4433 to tubscrbo thls kAog and tect;vr not;kat!crts al newposw by colaA First name or full name Email Cuba Trawl Services is based out of Cypress. California and is a leader in 'people -to -people' By continuing. you accept the privacy educational. tours in Cuba They've been managing these approved tours and have been sending policy travelers on exceptional trips for over 16 years Their general manager Michael. Zuccalo, Is thrilled with the recently formed alliance with RCT arid strongly believes that RCts members will love exploring Cuba through the company's wonderful tours. Fla Platinum members wil be contacted soon regarding travel opportunity for this summer. As the program gains mare popularity. more trawl dates will be added to allow more RCI members to experience the opportunity. LATEST ARTICLES htios:/Mww.thetimeshareauthority.00m/2016105/03/ecl-becomes-fIrst-exchange-cornpany-ta-offer-travel-packages-In-oubet 1M 5/24/2019 RCI Becomes First Exchange Company in Offer Travel Packages In Cuba To [earn more about leading external exchange company. RCI, and the various timeshare vacation packages they offer, visit theirmebsite, To get more information about Cuba Travel Services and their "people -to -people" tours, YjsitheitmehAe. Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk utg,em . • Bluegneen Vacations Showoasos New Property, The Marquee May 73 700 Marriott Vicatioll Club Opens Marriott Vacation Club Poise San franc ISCO May 22 2019 Apple leisure &Olio Brings tile first Secrets Rasp* Property to Europe zo TWITTER FEED MyTwests TAGS Vailil Rnala. faticla ithatTim ,-.4ilutu AM l.eaturet Orlaudu firb2sliuru Tiff; ashura ?-12raottriblesbru Viv7uilluro Tibusbaf a I/inc.:412m Si- ry ruu.esJar b Real tslutu r(;I fifflUillar0 (rtsiiuy Vacal ion Club Tiruesbara Suit My firru.ulllafk: laluraticia.70 Caforn var„minnuyir:Ey.slup rubesbuN Caribbeun limeslyore htios:/kww.lbetimeshareauthoilty.00m/20-16/05103frcl-becomes-first-exchange-company-to-offer4ravel-packages-In-cuba/ 5r24r2019 ROI comes first timeshare exchange vampany to offer travel packages In Cuba JI Trave0DaltyNews International 24 MAY TOs TravelDailyNews international corn Daily travel & tourism news portal for the international travel trade market since 1999 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk RCI becomes first timeshare exchange company to offer travel packages in Cuba 05 May 2016 0 10:37 <0 2261 RCI Platinum® members in the U.S. will now have access to unique "people -to -people" educational tour packages designed and operated by Cuba Travel Services, HOLLYWOOD, Fla. - RC!, the global leader in vacation exchange, has opened doors to a new frontier for timeshare owners. The company is offering travel options to Cuba through a new alliance with Cuba Travel Services, an established travel tour company. This relationship is a first in the timeshare exchange industry. RCI Platinum members In the U.S. will now have access to unique "people -to -people" educational tour packages designed and operated by Cuba Travel Services. With an initial pilot of the tours providing two customized itineraries, RC! Platinum members and their guests can book five -night and seven -night rental packages with departure dates starting this summer. The packages Include charter flights from Miami to Havana, accommodations In Havana and Varadero, educational people -to -people activities, select meals and assistance with travel documents and license requirements. The itineraries bring travelers to important historical and cultural sites, providing great opportunities to interact with the Cuban people, including visits to Revolution Square, the studio of famous artist Jose Rodriguez Fuster, Ernest Hemingway's museum at Finca Vigia, local farms and sugar cane fields, the marina at Cayo Blanco and more., Travelers will enjoy further insight into Cuban culture through a taste of Cuban cuisine and interactions with dance Instructors, musicians and local guides. "We are so excited to be entering a new destination with our foray into Cuba," said Gordon Gurnik, president of RCI. "With recent changes to travel regulations, there is an amazing opportunity for Arnericans to visit Cuba and experience a new culture.' 'We know people are looking for ways to visit, with new data from MMGY Global reporting that19 percent of all U.S. adults said they would consider taking a vacation to Cuba within the next two years,' Gurnik continued. "With that type of enthusiasm, we wanted to give RCI Platinum members a way to experience this new destination with this initial tour program." https://Ww.traveldellynews.com/postlrci-tecornes-firsttimeshare-exchange-company-to.offer-traval-packages-in-cubs112 5/24/2019 RCI becomes first timeshare exchange mrnpany to offer travel packages In Cuba I TravelDailyNews International Cuba Travel Services is a travel service provider headquartered in Cypress, California, and is one of the leading providers of "people,to-people" educational tours to Cuba. "People-to-peopletravel is one of the educational activities that are approved forms of travel for Americans visiting Cuba. Cuba Travel Services has significant experience In managing and operating tours, as they have been sending travelers on memorable trips for more than 16 years. "We were so happy to join RCI in offering specially designed Cuba itineraries to RC! Platinum members," said Michael Zuccato, general manager of Cuba Travel Services. "Foryears, our team has been creating amazing travel experiences in Cuba, and we are so excited to begin offering these options to vacation exchange members. The Cuban culture and the beauty of the country make for truly memorable trips, and we are confident Ras members will love traveling there as much as we do." With the pilot program offering dates for travel beginning this summer RCI Platinum members in the U.S. will be contacted about travel opportunities. As the program gains popularity and demonstrates successful travel experiences for RCI Platinurn members, additional travel dates may be added to expand the opportunity to a larger RCI member base. Submitted into the- public record for item(s) RE.1 . on 07/11/2019 , City Clerk htips://www.traveldellynews.conloostircl-becornee-first-Ilmeshare-exchange-company-to.offer-travel-packeges-In-coba 2/2. 5/2.020'19 4 questions for Eugenio ItIleoauxet. RCI Caribbean Hotel Management Submitted into the public record for item(s) RE.1 on 2019 , City Clerk lkli I HOTEL MANAGEMENT 1.7.2vez.nprnaitt 4 questions for Eugenio Macouzet RCI Caribbean by Kerry Medina I May 14, 2017 8:50pm Last May, RCI (which Is pan of Wyndham Worldwide) became the first timeshare exchange network to offer vacation packages to Cuba. The five- and seven -night people -to -people education toms were initially only available to RCI Platinum members. but have since opened to all of the company's members.. Here. Eugenio Mat:cunt, managing director of RCI's Caribbean business, who Is also attending this week's inaugural SAt-tIC Cuba conference, talks to HOTEL tvIANAGEMENT about the company's Cuba offerings es well as his take on American leisure travel to the country. https://Www.hotelmenegement.net/development14-questlans-fOr-eugenlo-meOunet-rci-oaribbsan 1/6 5124/2019 4 questions for Eugenio MaCouzet, RCI Caribbean I Hate] Management filet their 1)/issiori THE WILL STRI17.101.1111.1. Pearl 3mt,itirwsly What is your outlook for Cuba opening to U.S. leisure travelers? Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk The volume of international visitors to Cuba has oontrnued to grow every year. We are optimistic that as more Annencans travel to Cuba under one of the 12 permitted calegeries of licensed travel, the word Wft continue spreading. The (amazes' is for continued positive growth, and it could grow even faster if the current U.S. travel restrictions lessen in the future. Hew has the Cuban tour package for RCI Platinum members fared since It launched last May? Are there plans to expand the package or the offer to other tiers of RC membership? The current Cuba offering provides access to unique -peopfe-to-people" educational tours packages. 'People -to -people travel is one of the educational activities that are approved forms of travel for Americans vieiting Cuba 'Iltere an two ctistomized itineraries available. Travelers can book five -night and seven -night packages to experience educational activities in Havana and Varadero, and ate provided with assistance with travel documents and license requirements. YES fiCuba does have tots of old, majestic cam. Enjoy & embrace It ©CeciliaEgaral Cr)JETAR9 kalosephfont glaciasMoosazadah @FJ_Bering (la)libloggers pic.twittemn/dEic3tX0xdW Dr. Mark JS Miller (riacmiatilier) May 13, 2017 Meeting the *people -to -people* requirements, the itineraries bring travelers to important historical end cultural sitaes, providing great opportunities to Interact with the Cuban people, including visits to Revolution Square, the studio of famous artist %lose Rottrtguer. Fuster, Ernest Hemingway's museum at Finca V�. local farms and sugar cane fields, the marina at Cayo Blanco and more. Travelers enjoy further insight into Cuban culture through a taste of Cuban cuisine and interactions with dance instructors, musicians and local guides. When we (kat launched thew itineraries, they were only available to RCI Platinum irtembers, and there was significant interest in the trips. We have since opened up this option to MI RCI members, Overall, 01.1f promotion of a people -to -people educational exchange package in coordination with Cuba Travel Services has been received positively, with a large amount of interest and great reviews from these who have already traveled. We are very excited to have a program that RC! members can take advantage of to travel to Cube, and expanding the opportunity to all RCI members was a big stop. What does RCI hope to achieve at SAHtC Cuba this week? Our main objective is to continue building the relationships with the different parties Involved in the ROI peopie-to-poople educational authorized packages. SAti1C provides a very good framework to have professional meetings and learn nore about this beautiful country's plans to keep up with the growing demand and especially how they are planning to meet the Danice and product expectations of American viNtera.. While there wilt be a large focus on Cuba, we are also interested in continuing to build our relationships and team the latest en what's happening in the rest of the Caribbean region. This is a region of importance for RCt, and one we hava continued to focus on with affiliations In popular travel destinations like Jamaica, St, Lucia and the Bahamas. The amazing beadles, top-notch vvatonsport experiertces and incredible services offered by resorts In this region make therm immensely popular for RCI members. You're attending the conference with The Registry Collection's global VP Gregg Anderson, Could you comment on Cuba's luxury product? Cuba. Beyond the Beaches; Five Must -Sea Cities htipslit.colgObtM5134Gs picawilleccorailW4Ub4e133N — Travel + Leisure (©TravelLeisure) May 13, 2017 https://www.hotelmanagernanInetidevelopMent/4-qoaations-foraugenlo-nrtawatzetael-cadbbean 2/6 5/24/2019 4 questions for Etigerilo Macouzel, RCI Caribbean I Hotel Management Cuba Is a big country war a wide variety of natural and cultural opportunities. Even though the current luxury product supply Is very limited, as with any other market with these types of beauty and culture, you can expect Mal as new hotel development continues there will eventually bo more supply for the luxury visitors. °nos More is Infrastructure in place to cater to the luxury travelers, ft could be a popular choice for a cWslination with educational components. Travelers havo come back reporting f.tositive reactions to many of die cultural immersion and educational activities provided, so there's reason to believe luxury trawlers wilt have the swine experience. With the large amount of interest around travel to Cuba, we expect the luxury traveler would enjoy learning more through Irropemon experiences. Even within the current 12. permitted categories of travel for Amerimns. there is a market of luxury travelers that are willing to pay the additional money for the experience. Read More On Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk „et urn r, ra Mu CfThi RCI tjV'yrldsto tiokif Group Suggested Articles rot4 Development Development picks up north af th by Elaine! Simon May 24, 20133pal Own lOrtahist 61 C: With increased cotnpetition, hoteliers diversity Caribbean options by Jana Tessa Fox May 24„ 2019 11:5Eitup U.S. border Transactions PA, Partners looks to sell B&B Hotels to Goldman Sachs by Jena TOM FOX May 24, 2019 10:45am hilps://wwW.hotoimanagemertinatidevelopment/4-questions-for-eugenle-miareouzet-rcl-carlbbean 316 5/24/2019 RC i Keeps Growing in the Caribbean Caribbean Journal (blips://www.cariblournal.com) (hitindilwww.caribjournabcont) Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk RCI Keeps Growing in the Caribbean (https://vvvvw.caribjournal.com/20 1 7/05/1 6/rei-keeps-growing-caribbea0 IPrint (httpszifilwitter,comishare) Vacation exchange giant RCI continues to grow in the Caribbean. The worldwide leader in exchanges has added more than ii5o new affiliated properties in the Caribbean in the last decade. "The Caribbean is a highly desirable vacation locatiora, and a region where we have seen tremendous growth,said Gordon Gw'nk president of RCI. "Over the last decade in particular, we have significantly pawn the vacation choices we offer travelers,' One of the most recent affiliations is Eden Roc at Cap Cana, the luxury retreat in the Dominican Republic with 34 suites mid a new beach club. lEden Roc has joined the conspanY's "Registry C.ollection," a luxury exchange portfolio. RCI has also added the Breathless Montego Bay, through AMResorts° Unlimited Vacation Club, along with the Marigot Beach Club & Dive Resort in St, Lucia. RCI has more than 4,30o affiliated properties worldwide. — CT Staff htips://www.carlbloumal.corri/2017105/10/rci•imeps-prowing-caribbean/ 5/24/2019 Men continues Cuba expansion Win five new hotels - fel-ventures Vartures NEWS ,r• RESORTS & OEVELOPMENT MAGAZINE Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Melia continues Cuba expansion with five new hotels Melia Cuba has added five new hotels - constituting some 409 rooms - to its portfolio on the island in the first quarter of 2018. The hotels are located in the heritage cities of Cienfuegos (Hotel L.a Union, Hotel Jagua and Hotel Melia' San Carlos) and Camag0ey (Hotel Colon and Gran Hotel) and represent a new style of hotels for Melia in Cuba, all being small to medium -size properties "with history" in exceptional historical buildings in destinations considered world heritage sites After the hotelsadaptation is completed, Melia will also add the new Hotel Innside CamagQey and three more hotels in the heritage city of Trinidad (a popular city near Cienfuegos) before 2020. The three new hotels in Trinidad are the Melia Trinidad, Melia Punta Ancein and the innovative Sol House Ancein, the result of the conversion of the current Hotel AncOn. in line with Cuba's strategy to diversify its tourism industry, with these new hotels Melia aims to enhance the island tour segment, offering prestigious hotels with familiar brands in heritage cities .along with experiences that help increase the number of visitor's and their average length of stay. htlps://rclventures,caminevvefiatln-amerleetmelle-enntinues.expanslan-cubef 116 5/24/2019 rulell4 continues Cuba expansion with five new hotels - MI-VerltUra Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Paradises Los Cayos Gabriel Escarrer, vice president and CEO of Melia Hotels International, said: "Within the framework of our strong commitment to helping improve Cuban tourism, we have the opportunity to promote unique cities with exceptional tourism potential such as Cienfuegos, CamagOey, Santiago de Cuban or Havana. guaranteeing the intemationally-acknowledg,ed Melia service and quality standards from the east to the west of the island. "The hotels in the new destinations which are already in operation will take on our Melia brand (Melia La Union, Melia San Carlos, Melia Colon, Melia Gran Hotel) and Innside by Melia brand (Innside Cienfuegos Jagua and Innside CamagOey) once they have been fully adapted to the brand standards." At the end of 2018, Melia will also open two new flagship hotels for the Cuban hotel industry in the popular destinations of Varadero and Cayo Santa Marfa. The Melia Internacional with 934 rooms and the Paradisus Los Cayos with 802 rooms taking the total of new superior quality rooms opened by the company in Cuba during the year to mare than 2,145. Francesc Camps, deputy managing director of Melia Cuban said: "The new hotels offer us a great chance to show our commitment to the development of balanced and sustainable htips://rciventurecoominewsfilafin-smericahviella-continues-expanston-etiba/ 218 5/24/2019 Melia continues Ouha expansion with five new hotels - 1101-ventures tourism in Cuba and to show the value that our brands can adci. "These hotels in heritage cities are well integrated with the cultural and social fabric of their destinations, and give us a chance to provide travellers with experiences focused on discovering more about the local culture and heritage." Lobby at Melia San Carlos ALSO POSTED IN: RESORTS & DEVELOPMENT WRITTEN BY Steve Adams May 2, 2018 SHARE THIS ARTICLE Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk https://roiventurlas.cominewsRalln-amerioa/mslia-oontinues-expanslon-cuba/ 3/6 5/24/2019 WYN eD RCN Celebrates 45 Years of Providing Unforgettable Vacations figrn y .ftws & Media y Press Releases y RCI Celebrates 45 Years of Providing Unforgettable Vacations RCI Celebrates 45 Years of Providing Unforgettable Vacations More than 56 million vacations enjoyed by RCI members worldwide ORLANDO, Fia. (April 8, 2019) - RCI, the world's largest timeshare vacation exchange network, is celebrating 45 years of delivering unmatched vacation memories that last a lifetime. The company has been revolutionizing the vacation ownership experience since 1974, offering its members the flexibility to exchange their vacation ownership for time at different resorts around the world. Since its inception, RCI has delivered more than 56 million vacations to its members around the world. Chrlstel and Jon DeHaan started RC!, pioneering the timeshare exchange concept. A little over a decade later, the company confirmed more than 300,000 exchanges, welcomed more than 1,000 affiliates and made Inc. 500's list of one =MS. leada/.1•11 11=1/11 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk htips://wwwwyndharrodastinations.corn/news-rnedia/press-releaseskol-celebrates-45-years-ofproviding.unforgettable.vacatiors 1/5 5/24/2019 RCI Celebrates 45 Years of Providing Unforgettable Vacations WYN •D 1996. Celebrating its 45th year in 2019, RCI now has approximately 3.8 million members and 4,300 affiliated resorts in approximately 110 countries, adding more than 172 new properties to its affiliate exchange network in 2018 alone, In February, RCI named hospitality industry veteran Olivier Chavy as its President, bringing new leadership to guide the growth of the company's network and travel services, including oversight of its collection of leading brands Ra, The Registry Collection, DAE and Love Home Swap. Formerly CEO of Mavenpick Hotels & Resorts, Chavy brings 30 years of international experience and executive leadership roles spanning luxury hotel and timeshare resort operations. "This is an exciting time to join the RCI family. With 45 years of rich history, the company is primed for its next chapter," said Chavy. "I look forward to igniting our global growth strategy and working with our dynamic team to develop innovative products and services, giving our members even more ways to enjoy their dream vacations." RCI continues to evolve to address the needs and lifestyles of its members, while designing tools that revolutionize eq. 411•0111601.1 1•1•11,4 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk httpe:/hfiww.wyndharodestiriatlons.com/news-rnedla/pliess-releases/rel-r-elebrates-45-years-of.providlng-unforgettable-vautlons 2/5 5/24/2019 RCI Celebrates 45 Yeats of Providing Unforgettable Varotions WYN *D • An expansion of RCI Platinum , a member tier that offers an upgraded level of benefits, allowing members to enjoy special privileges, including extended use of unused points, guided vacation tours and complimentary unit upgrades. • An expansion of global travel options, becoming the first timeshare exchange company to offer travel to Cuba. The company also expanded its portfolio across India, Japan, the Dominican Republic and other global destinations. • The first visual remote selling system for the timeshare industry, RCI LiveStream®, a touchscreen interface that allows sales teams to virtually communicate with owners and prospects removing the barrier of traditional face-to-face selling practices and owner communication. This year, RCI also celebrated a philanthropic milestone - its 13th consecutive year as title sponsor of the annual RCI Christel House Open International Charity Golf Tournament, Christel DeHaan, founder and CEO of Christel House International and co-founder of RCI, established the charity In 1998.The charity now operates learning centers across the globe, helping more than 5,100 children become independent adults. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk https://Www.wyndhamdestInations.00rdnews•medle/press-releasestret-celebrates-45-years-of-providing-unforgettableoracstions 3/5 5124/2019 RCI Celebrates 45 Years of Providing Unforgettable VetIons WYN •D is our commitment to deliver priceless vacations to our members and outstanding service to our affiliates." For more information, visit rci.corn. About RCI RCI is the worldwide leader in vacation exchange, housing a unique portfolio of brands. RCI pioneered the concept of vacation exchange in 1974, offering members increased flexibility and versatility with their vacation ownership experience. Today, through the RCI Weeks® program, the week -for -week exchange system, and the RCI Points® program, the industry's first global points -based exchange system, RCI offers its 3.8 million members access to more than 4,300 affiliated resorts in approximately 110 countries. RCI's luxury exchange program, The Registry Collection® program, is the world's largest program of Its kind with approximately 200 affiliated properties either accessible for exchange or under development on six continents. RCI's portfolio of brands also includes Love Home Swap, one of the world's largest home exchange programs, DAE, a direct - to -member exchange company, and @Work international, a leading provider of property management systems. RCI is part of Wyndham Destinations (NYSE:WYND). For additional information visit our media center or Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk https://vvww.wyndharndestInations.00nnews-medlafpress-releases/rcl-celebrates-45.yeamolproviding.unforgettable-vacatIons 4/5 5/24/201S RCA Celebrates 45 Years of Providing Unforgettable Vacations WYN +113 Media Contact: Tyrone Law 111 eLfaaWYELCara (407) 626-3830 About Wyndllam New & Media Soda Responsibiiity Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk !nvestors Careers Contact Us )WyrItthain Destinations 2019. X' Rights Reserved. Terms of Use Privacy Notice_ Privacy Setting, Proudly Supports Timeshare,corn titips://www.wyndhamdestinations.cominews-niedlolpressileleasesircl-cetebrates-45-years-ofproviding-unforgettoble-vocations 515 5/24/2019 Fla Travel - Find Tours and save on your next holiday RCI Travel Hc•rrie Pacx.i,c4as Car Hire Destination: North America Provider: Celebrity Cruises Duration: '17 Nights inclusions: 11 r2-1 0 Entertainmi,nt Fli.ghts Information With Exchange $5,170 per person* Quote PADIW33 ,aiNuire Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Caribbean 414 Cuba Charms Tick the Caribbean & Cuba off your bucket list! { Oyes vie:v Enquire Terms Flex your sense of wonder at the ystal-clear blue sea on the Caribbean's pristine white -sand beaches. Explore ancient ruins and colonial towns. Or take a hike through the region's tropical rainforest% passing by views of mist -covered mountains and hidden waterfalls. From be nostalgic ambiance of Old Havana to the colonial architecture of lively Santiago de Cuba, your memories of Ws enchanting Cuban voyage will remain etched In your mind long after your journey ends. Your Fly, Stay & Cruise package Includes°, pp Economy class flights from Sydney to Fort Lauderdale, returning from Miami 2 night's accommodation in Fort Lauderdale ro 6 night Western Caribbean cruise onboard Celebrity Silhouette • Includes ell meals & entertainment onboard (excluding specialty restaurants) H 1 night acoonunodation In Miami 8 night Best of Cuba cruise onboard Empress of the Seas Di Includes all meals & entertainment onboard (excluding specialty restaurants) • Private car hansfers throughout i. Port charges, gratuities onboard each cruise & alnine taxes Extend your flights and stay longer - talk Ito our travel experts about more options celebrity Cruise Itinerary - celebritylighiumlia Date Itinerary Arrive Depart 08 Nov 19 Fori Lauderdale, Florida 4:00prn 09 Nov 19 At Sea 10 Nov 19 Ceor9e Tcawn, Grand Cayman 7:00arn 400 11 Nov 19 Puerta Costa Maya. Mexico 1200prn 7:00prn 12 Nov 19 Cozumel, Mexico 800am 5:00pm 13Nov19 Cruising 14 Nov 19 F rt Lauderdale:00 flaysiStailibgensambre Itiannety,.25ag irmst_elthitle.ss Date Itinerary Arrive ---F Depart 15 Nov 19 Miami, Markle 4:00prn 16 Nov 19 Ai Sea 17 Nov19 George Town, Grand Cayman 9:00arri 6:00pm 18 Nov 19 Cienfuegos. Cuba 8:00arn 6:00pm 19 Nov 19 At Sea 20 Nov 19 'Santiago Da Cuba, Cuba 7:00am 4:00pm 21 Nov 19 At Sea 22 Nov 19 Havana, Cuba 8:00am 5:00prn 23 Nov 19 Miami, Florida 7:00am Call us on )11 044 (AU) 0800 301 UV (NZ) to book today! Not an RC 1 Member? Travel Finder wvwv,rcitravel.com.aufpackage•details.php?idnaribbean-and-cuba-charms How does it work? Tour Finder 112 5/24/2019 RCI Travel Ftnd Tours and save on your next holiday 'Like what you see ••.inr.1 want to save on your next holiday. irs easy to join_ Moro >:)2, "Flights, accommodation. insurance. RCI Travel can hole ail your holiday needs,.. More »> Privacy Policy I rams oruse 1 Terms and Conditions True) hmaitaral tbreesh "Our 'Vocation Centro Py UrAONNIPG so 17B wnew,mitravel.com.auiPackage-detalls.Pho7id=cariebean-snd-cuba-charrrhs "Exchange your holiday week trawanis a lour_ More wo> "Find the perfect tour for your holiday Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 2/2 Table of Coments Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1O-K (Mark 0110 Ei ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fur the fiscal year ended December 31, 2018 Of 0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-32876 WYNDHAM DESTINATIONS, INC. (Exact name of Regisinuit as Specified in Rs Charm) DELAWARE 20-0052541 (State or Other Jurisdiction (IRS. Employer of Incorporation or Organiaation) Identification No.) 6277 Sea Harbor Drive 32821 Orlando, Florida (Zip Code) (Address of Principal Executive Offices) (407) 626-5200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 1204 of the Act: Title of each Class Common Stock, Par Value 50.01 per shard Narae ofeatch exchange on which registered New York Stock Exchange Seenrities registered pursuant to Section 12(g) of the Act; None (Fade of Class) indicate by check mark if the registrant is a well-Imown seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 0 No 0 Indicate by check mark if the registrant is not required to tile reports pursuant to Section 13 or Section I S(d) of the A. Yes 0 No El Indicate by check mark whether the registrant (I) has filed all reports required to be filed by Section 13 or 15(d) (lithe Securities Exehange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) !is been subject to such filing requirements for the past 90 days. Yes El No 0 Indicate by check mark whether the registrant has submhted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit such (iles). Yes El No 0 Indicate by cheek mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information stiatenaents incorporated by reference in Part 111 of this Form 10-K or any amendinent to this Form 10-K. 0 Indicate by cheek nark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated film smaller repotting company, or an emerging growth company. See the definitions of "lenge accelerated filer," %accelerated filer." "smaller reporting company," and "emerging growth company" in Rule 12h-2 of the Exchange Act. (Check one): Large accelerated filer 10 Accelerated filer 0 Non -accelerated filer 0 Smaller reporting company 0 Einerginie growth company 01 Wan emerging growth company, indicate by check Roark item registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes 0 No 0 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b.2 of the Am). Yes 0 No El The aggregate market value of the registrant's common stock held by non -affiliates of the registrant as of June 30, 2018, was S4,357,367.362. All executive officers and directors of the registrant have been deemed, solely for the purpose oldie foregoing calculation, to be "affiliates" elf the registran. As ofJannary 31, 2019, the:registrant had outstanding 94,462,996 shares of common stock, DOCUMENTS INCORPORATED BY REFERENCE Portions of our Proxy Statement prepared for our 2019 Annual Meeting of Shareholders are incorporated by reference into Part 111 (Items 10, I I, 12, 13 and 14) of this report. Table of Contents TABLE OF CONTENTS Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Page PART I Item J. Business 3 Item IA. Risk Factors 25 Item IB. Unresolved Staff Coinments 36 Item 2. Properties 36 Item 3. .Legal Proceedings 16 Item 4. Mine Safety Disclosures 36 PART II Item 5. Market for Registrant's Common lequitv, Related Stockholder Matters and Issuer Purchases of Equity Sectuities 37 Item 6. Selected Financial Data 39 Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and trualitative Disclosures about Market Risk 64 Item 8. Financial Statements and Supplementary Data 66 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 127 Item 9A. Controls and Procedures 127 Item 9B. Other Information 128 PART III Item 10. Directors, Executive Officers and Corporate Governatim 129 item 11. Executive Compensation 129 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 129 Item 13. Certain Relationships and Related Transactions. and Directcir Independence 130 Item t4. PrineipalAccounting Fees and Services 130 PART TV Item 15. Exhibits 131 S ismatures 138 Table of Contents GLOSSARY OF TERAIS The following terms and acronyms appear in the text of this report and have the definitions indicated below: AdjustecilFBFIDA AOCI AOCL, ARDA Barclays Board Buyer CCPA. CMP Company COSO EBI fDA EPS Exchange Act FASB FICO GAAP GDPR HFS IRS La Quinta LIBOR Moody's NM NQ NYSE PCAOB PSU RSU ROU S&P SAI3 SEC SOFR SPE Spin-off SSAR U.S. Tax Reform VIE Vol VPG Wyndham Hotels Wyndham Destinations Wyndhiun Worldwide A non-GAAP Measure, defined by the Company as Net income before Depreciation and amortization. Interest expense (excluding Consumer financing interest), Early extinguishineut of debt, Interest income (excluding Consumer financing revenues) and Income taxes, each of which is presented on the Consolidated Statements of Incoine. Adjusted EBITDA, also excludes stock -based compeusation costs, separation and restructuring costs, transaction costs, impairments, and items that meet the conditions of unusual and/or infrequent. Accumulated Other Comprehensive Income Accumulated Other Comprehensive Loss American Resort Development ,Association Barclays Bank PLC Board of Directors Cowpass I V Limited, and affiliate of Platinum Equity, LLC Consumer Privacy Act of 2018 Community Marketing Presence 'Wyndham Destinations, Inc. and its subsidiaries Committee of Sponsoring Organizations of the Treadway Commission Earnings Before huerest, Income Taxes and Depreciation/Amortization Earnings Per Share Securities Exchange Act of 1934 Financial Accounting Standards Board Fair Isaac Corporation Generally Accepted Accounting Principles in the United States General Data Protection Regulation Hospitality Franchise Systems United States Internal Revenue Service La Quinta Holdings Inc. London Interbank Offered Rate Moody's Investors Service, Inc. Not meaningfril Non -Qualified stock options New York Stock Exchange Public Company Accounting Oversight oard Performance -vested restricted Stock Units Restricted Stock Unit Right -of -use Standard Poor's Rating Services SEC StaffAccotmting Bulletin Securities and Exchange Commission Secured Overnight Financing Rate Special Purpose Entity Spin-off of Wyndham Hotels & Resorts, Inc. Stock -Settled Appreciation Rights United States of America Tax Cuts and lobs Act Variabk Interest Entity Vacation Ownership Interest Volume Per Guest Wyndham Hotels & Resorts, Inc. Wyndham Destinations, Inc, Wyndham Worldwide Corporation Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents PART I Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Forward Looking Statements This report includes "forwardi7looking, statements" as that term is defined by the Securities and Exchange Commission (SEC"). Forward-lookialg statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regardiag the future. In some cases, forward -looking statements can be identified by the rise of words such as "may" "will," "expects," "should.," "believes," "plans," "anticipates." "estimates," predicts," "potential,' "continue," "Mime' or other words of similar meaning. Forward -looking statements are subject to risks and uncertainties that could cause actual results of Wyndham Destinations, Inc. to differ materially from those discussed in, or implied by, the forward -looking statements. Factors that might cause such a difference include, but are not limited to, eeneral economic eondition.e. the perfonmance of the financial and credit markets, the economic CIIVir011filellt for the timeshare industry, the impact of war, terrorist activity or political strife, operating risks associated wi the vacation ownership and vacation exchange and rentals businesses., uncertainties related to our ability to realize the anticipated benefits of the spin-01'0e Wyndham Hotels & Resorts; Inc. ("Spin-off') or the divestiture of our European vacation rentals business, unanticipated developments related to the impact of the spin-off, the divestiture of our European vacation rentals business and related transactions on our relationships with our customers, suppliers, employees and others with whom we have relationships, unanticipated developments resulting from possible disruption to our operations resulting from the spin-off and the divestiture dour European vacation rentals business, the timing and amount of fixture dividends and share repurchases and those disclosed as risks under "Risk Factors" in documents we have filed with the SEC, including in Part 1, hem IA of this report. We caution readers that any soch statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward -looking stateznents, which reflect management's opinion only as of the date on which they were made. We undertake no obligation, to review or update these forward -looking statements to reflect events or circumstances as they occur. Where You Can Find More Information We file annual, quarterly and current: reports, proxy statements, reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and other information with the SEC. Our SEC fdings are available free of charge to the public over the Internet at the SEC's website at Intpi/www.sec.gov. Our SEC filings are also available on our website at http:// wv,nv.WyndharnDestinationsmona as soon as reasonably practicable after they are filed with or furnished to the SEC. We maintain an intemet site at lutp:/Avww.1,VyndharriDestinations.com. Our website and the information contained on or connected to that site are not incorporated into this Annual Report ITEM I. BUSINESS Compitny Overview We are the world's largest vacation ownership and exchange company. We offer everyday travelers the opportunity to own, exchange or rent their vacation experience while enjoying the quality, flexibility and value that we deliver. Our global presence in appxoximately 110 countries means more vacation choices for our over four million members and owner families, with 224 resorts that offer a contemporary take on the timeshare model - including vacation club brands Club Wyndlunn, 'WorldMark by Wyndham, and Margaritaville Vacation Club by 'Wyndham - over 4,300 affiliated resorts through RCI, the world's leader in vacation exchange, and over 9,000 rental properties from coast to coast through Wyndham Vacation Rentals, North America's largest professionally managed vacation rental business. Recent Developments European *cation Rentals Business Wesold our European vacation rentals business on May 9, 2018. This sale resulted in final net proceeds of S1.06 billion and an after-tax gain of$456 million, net of $139 million in taxes. We have provided post -closing credit support in order to ensure that Platinum Equity, LLC (the "Buyer") meets the requirements of certain service providers and regulatory authorities. The results of operations of this business have been classified as discontinued operations on the Consolidated Financial Statements. For furtber details see Note 6--Discominned Operaikms to the Consolidated Financial Statements included in hem 8 of this Annual Report on Forni 10-K, livid Business Spin-off We completed the spin-off of our hotel business on May 31, 2018, which resulted in our operations being held by two separate, publicly traded companies. The two public companies have entered into long-temi exclusive license agreements to retain their 3 Table of Contents affiliations with ooze of the industry's top -rated loyalty programs, Wyndham Rewards. as well as to continue to collaborate on inventory -sharing arid customer cross -selling initiatives. This transaction is expected to result in enhanced strategic and management focus oll2 the cure business and growth of each company; mare efficient capital allocation, direct access to capital and expanded growth opportunities for each company; the abiliiy to implement a tailored approach to recruiting and retaining employees at each company; improved investor understanding of the business strategy and operating results of each company.; and enhanced investor choice by offering investment opportunities in separate entities. This transaction was effected through a pro rata distribution of the new hotel entity's stock to existing Wyndham Destinations shareholders. re new hotel company was named ',Wyndham Hotels & Resorts, Inc. ("Wyndham Hotels"). M a result of the Spin-off, we have classified the results of operations of our hotel business as discontinued operations on the Consolidated Financial Statements. For further details see Note 6—Discontinued Operations to the Consolidated Financial Statements included in Item 8 of this Annual Report On Form I 0-K. North American lirearion Rentals Business During 2018, the Company decided to explore strategic alternatives (twits North American vacation rentals business and during the fourth quarter commenced activities to facilitate the sale of this business. The assets and liabilities of this business have been classified as held -for -sale as of December 31, 2018. This business does not meet the criteria to be classified as a discontinued operation; therefore, the results were rellected within contirming operations on the Consolidated Statements of Income. For globes details see Note '7-11eldlop•Sale. Business to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Board of Director Changes In connection with the Spin-off, on May 31, 2018, (i) Myra J. Biblowit,The Right Honourable Brian Mulroney and Pauline D.E. Richards resigned front the Company's Board of Directors; (ii) Michael D. Brown, Denny Marie Post and Ronald L. Rickles were appointed to the Company's Board of Directors and (iii) Stephen P. Homes was appointed to the new position of Non -Executive Chairman of the Company's Board of Directors. In addition, the composition of the Audit Committeeetise Compensation Committee, the Corporate Governance Committee and the Executive Committee of the Company's Board of Directors is now as follows: Audit Committee Michael H.. Wargotz (Chair) Louise F. Brady George Herrera Ronald L. Rickles Compensation Committee Corporate Governance Committee George Herrera (Chair) Denny Marie Post Ronald L. Rickles Executive Committee Louise F. Brady (Chair) James E. Buckman Denny Marie Post Michael H. Wargotz Stephen P. Holmes (Chair) Michael D. Brown James E. Buckman Michael EL Wargotz Management Changes In connection with the Spin-off, on May 31., 2018, Stephen P. Holmes resigned as Chief Executive Officer, Geoffrey A. Ballotti resigned as President and Chief Executive Officer of Wyndham Hotel Group, David B. 'Wyshner resigned as Executive Vice President and Chief Financial Officer, Gail Mandel resigned as President and Chief Executive Officer of Wyndham Destination Network, LLC and Nicola Rossi resigned as Chief AccountiogOfficer. As previously announced. in August 2017, Thomas G. Conforti ceased serving as Chief Financial 0 cer of the Company and transid opted into a senior advisory role, from which he resigned five days after the completion of the Spin-off. In addition to being appointed as Non -Executive Chairman of the Company's Board of Directors, Stephen P. Holmes was appointed as the Non -Executive Chairman °rule board of directors of Wyndham Hotels. Mr. Ballotti, Mr. Wysliner and Mr. Rossi were appointed to similar positions at Wyndham. Hotels. Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk 4 Table of Contents The following individuals were appointed to serve as executive officers of the Company effective upon the completion of the Spin -oft Officer Position Michael D. Brown Michael A. Hug Elizabeth E. Dreyer Chief Executive Officer and President Chief Financial Officer Senior Vice President and Chief Accounting Officer Continuing Operations Following the sale of the European vacation rentals business and the spin-off of the hotel business, our continuing operations are grouped into two segments: Vacation Ownership aud Exchange & Recitals. • Vacation Ownership is the world's largest timeshare business, with 224 resorts and approximately 880,000 owners. We develop and market Vacation Ownership Interests CVO's") to. individual consumers, provide consumer financing in connection with the sale of VOIs and providc property management services at resorts. • Exchange & Rentals operates the world's largest vacation exchange network, with approximately 3.8 million members, and is a leading provider of professionally managed vacation rentals in North America. Our vacation exchange business has relationships with over 4,300 vacation ownership resorts located in approximately 110 countries and territories, and our vacation rentals business offers North American -based rental properties in over 50 destinations, This is primarily a Fee -for - Service business that provides stable revenue streams and produces strong cash flow, Otte business segments generate a diversified revenue stream and sie i'ilicant cash flow, Approximately 41% of our revenues are generated front our fee -for -service businesses. We derive our fee revenues principally from (i) the sale of VOls and related financing, (ii) providing property intanagement services to Vacation Ownership resorts, (iii) providing vacation exchange mid rentals services and (iv) providing services under our Fee -for -Service model in our timeshare business. All of our businesses have both domestic and international operations. During 2018, we derived 89% of our revenues in the United States ("U.S.") and 11% internationally. For a discussion 0 four segment revenues, profits, assets and geographical operations, see Note 23--Saginent In ormation to the Consolidated Financial Statements included in Item 8 of this Alumni Report ott Form 10-K. Business Strategy Following 2018"s successful launch of Wyndhant Destinations as u separate company, we believe we are in a strong position to build on this momentum in 2019 and beyond. Our 'Wyndham Destinations strategic pillars serve to clarify our top priorities in order to enhance shareholder value and return capital to our shareholders through share repurchases and dividends. The four Strategic Pillars affirm our inindset that customers must dominate our thous, while also reflecting our relentless drive for superior sales and marketing, exceptional brands and products, as well as our commitment to operate all areas of the business with excellence. Our execution of this strategy is firmly anchored by our culture - the foundation comprised of the shared values, competencies and spirit of our global team. Aligned with our vision to put the world on vacation, our values are the HEART of Wyndham Destinations: Hospitality, Engagement, Accountability, Respect, Teamwork. We recognize that our impact on customers, associates and communities strengthens lives. 'Wyndham Destinations thrives upon the commitment of our 24,000+ associates, and we foster a culture that unlocks the full potential for success as a company, and as individual and team conhibutors. 1. Customer Obsession Far beyond a hospitality initiative, Customer Obsession is our global credo that the Wyn uamDestinations team puts affiliates, owners, members and guests first in all areas of our business. Three straightforward guidelines support this focus and underscore our commitment to excellence in customer service: • Make It Ettu reminds us of the fact that simple is better. Not only will it be easy to do business with us, we will pursue synergies within the company that benefit our customers_ The alignment auur team, systems and operations enables us to deliver better customer experiences.. • Know air 0010111en reflects our priority to understand customer preferences, personalize engagement and fulfill expectations. By leveraging integrated data to tailor the content and charnels ofcustomer conununications, we will customize connections at every opportunity Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents • Custorne4cusionzerdv:irssmer is all about keeping the customer at the center of our focus. Our commitment to listen and respond to feedback ensures that the voice of the customer drives ow decisions. 2. Best -in -Class Sales 41 itfarkedng This strategy focuses on fueling the continued growth of Wyndham Destinations. We will remain globally relevant to travelers by staying committed to innovation and continuing to build and strengthen relationships with our customers. Four ewe elements define our goals and align with our pledge to treat all customers with respect and integrity: ▪ Blue Thread is our connection to Wyndham Hotels & Resorts and Wyndham Rewards loyalty program customers. The demographics of this significant consumer group are strongly aligned to OUT owner demographics, enabling us to fill our sales pipeline and deliver new vacation experiences to Wyndham loyalists. • Patina:ship Pipeline enables us to leverage the expertise of strategic partners to accelerate our growth and deliver enhanced benefits to our owners and members. We will strengthen and extend existing relationships, while developing new punters to reach untapped segments. • & ()isomer Relationship illarkerMg will bring timeshare to the next generation. We will optimize technology to be relevant and compelling to meet our customers' expectations and we will Milne transparency, speed and accuracy into our processes. • Ales Experience relates to the evolution of the places and processes that mark the journey of ownership. We will invest in bold transformations to revitalize the customer experience and drive customer engagement about vacations, Leading Brands & Offerings This strategy is about creating a simple yet powerful narrative of who we are and what we sell. This effort began with the launch of Wyndham Destinations and continues with the refreshed branding of Club Wyndham and WoeldMark by Wyndluun. Three core elements define this strategy: Brand Transformation shows our conunitnaent to become even better at articulating the value proposition °teach of our brands and making them relevant and enticing to our diverse owners, members and prospects. • Network Expansion means growing our portfolio to meet the needs of our customers. Not only is this about adding more locations„ it's also about keeping our products and services refreshed and cutting edge. • Re-igkilin will focus on leveraging the strengths of our iconic exchange brand to innovate while maintaining corn inued growth. 41. Operating Excellence This strategy is the business engine that enables our delivery of great vacations and optimal performance through aligned operations. Two core elements drive this strategy; • Resort Operating Excellence sustains our ability to provide great vacation experiences to our owners, members and guests. The strategic deployment of capital and reserves to maintain top quality resorts, combined with our optimal use of inventory, drives this cycle of excellence. • Prioritization reflects our disciplined operation as an integrated company. Our alignment around prioritized work and our management of general, administrative and overhead expenses relative to revenue growth fuels efficiency and effectiveness. In summary, we believe that the successful execution of our business sratery will allow us to increase cash flows and profitability, creating more value for our shareholders. History and Development Otir corporate history can be traced back to the formation of Hospitality Franchise Systems ("HES") in 1990. HFS initially began as a hotel franchisor that later expanded to include the addition of the vacation exchange business. In December 1997, HFS merged with CUC Internatiomal, Inc. to form Cendann Corporation, which then expanded further through the addition of vacation rentals and vacation ownership businesses. On July 3! , 2006. Cendant distributed all of the shares of its subsidiary, Wyndham Worldwide, to the holders of Cendant common stock. On August 1, 2006, we commenced "regular way" trading on the New York Stock Exchange under the symbol "WYN". 6 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk :fable of Contents On lay 31, 2018, we completed the spin-off of our hotel business into a separate publicly traded company, Wyndham Hotels & Resorts, Inc. ("Wyndham Hotels"). This transaction was effected through a pro rata distribution of the new hotel entity's stock to Wyndham Destinations shareholders. In cormetion with the Spin-off, we entered into certain agreements with Wyndham Hotels to implement the legal and structural separation, govern the relationship between ns and Wyndham Hotels up to and after the completion of the separation, and allocate various assets, liabilities and obligations, including, among other things, employee benefits, intellectual properly and tax -related assets and liabilities between us and Wyndham Hotels. The two public companies have entered into long-tenn exclusive license agreements to retain their affiliations with one of the industay's top - sated loyalty programs, Wyndham Rewards, as well as to continue to collaborate on inventory -sharing and customer cross - selling initiatives. RCI, our vacation exchange business, was established in 1974. Om vacation ownership brands began operations in 1978 with Shell Vacations Club, followed by Wyndham Vacation Resorts (fortnerly known as Fairfield Resorts) in 1980 told WorldMark by Wyndbarra (formerly known as Trendwest Resorts) in 1989. Oar portfolio of well-known hospitality brands was assembled over the past twenty-nine years. The following is a timeline of some of our acquisitions: Year Acquisition 1996 Resort Condominiums International (RCI) 2001 Wyndham Vacation Resorts 2002 WorklMark by Wyndham &wives! 2010 R.esortQuest 2011 The Resort Company Bahama Bay/Caribe Cove 2012 Shell Vacations Club Oceana Resorts Smoky Mountain Properly Management 2013 Midtown 45, NYC Property 2014 Raintree Vacation Club (5 Properties) Hatteras Realty, Inc. 2015 Vacation Palm Springs ResortQuest Whistler 2017 Love Home Swap DAE Global Ply Ltd BUSINESS DESCRIPTIONS The following is a description of our two business segments, Vacation Ownership and Exchange & Rentals, and the industries in which they compete. VACATION OWNERSHIP Industry The vacation ownership industry; also referred to as the timeshare industry, enables consumers to share ownership of a fay- flunished vacation accommodation. Typically., the consumer purelmes either a title to a fraction of.a unit or a right to use a property for n specific period of time. This is referred to as a Vacation Ownership Interest ("VOL"). VOls are generally sold through weekly interval or points -based systems. Under a weekly interval system, owners can use a specific unit at a specific resort often during a specific week of the year. Under n points -based system, owners often have advance reservation rights for n particular destination, but are five to redeem their points for various unit types andJor locations. In addition, points owners can vary the lepgth. and frequency of product utilization. Once point values are established for particular units, they generally cannot be changed_ For many purchasers, vacation ownership is an attractive altenamive to traditional lodging accommodations at.hotels. In addition to avoiding variability in room rates, timeshare owners also enjoy accommodations that are, on average, more than twice the size and typically have more features than traditional hotel rooms, such as kitchens, separate living areas and in -unit laundry. 7 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Typically, developers sell VOls for a fixed purchase price that is paid in fell at closing or financed through developer -offered financing options. Vacation ownership resorts are often operated by a property owners' association of which be VOK owners are members. Most property owners' associatioras tree governed by a beard ldirectors that includes OUTICIS and which may include representatives of the developer. The board of the property owners" association typically delegates otuch of the responsibility for =tinging the resort to a management company, which is often affiliated with the developer. Alter the initial purchase, most vacation ownership programs require the owner to pay an annual maintenance fee_ This fee represents the owner's allocable share of the costs and expenses of operating and nuaintnining the vacation ownership property and providing program services. This fee typically covers expenses such as housekeeping, landscaping, taxes, insurance, resort labor, a management fee payable to the management company and an assessment to fund a reserve account used to renovate, refurbish and replace flurnishings, appliances, common areas and other assets, such as structural elements and equipment, as needed over time. Owners typically reserve their usage of vacation accommodations in advance through a reservation system. These reservation systems are often provided by the management company or our affiliated entity. Market awareness and acceptance of vacation ownership products has grown with the entrance into the market of well-known lodging and entertainment brands., such as 'Wyndham, Marriott, Hilton and Disney. Additionally, the industry'a growth can also be attributed to stronger consumer protection laws and the evolution from primarily weekly intervals systems to points -based systems. According to the American Resort Development Association ("ARDA"), a trade :association representing the vacation ownership and resort developmeat inthastries, industly-wide sales were divided 73% for points -based systems and 27% for weekly intervals in 2017.. Based on published industry data, the primary reasons owners have expressed for buying and continuing to own their timeshare are as follows: • saving money on fixture vacation costs; • location of resorts; • overall flexibility by allowing them the ability to use different locations, unit types and times of year; ▪ cetiaivaty of vacations; and • certainty of quality accommodations. According to a 2017 report issued by ARDA, domestic vacation ownership sales were approximately S9.2 billion in 2016, compared to $8.6 billion in 2015. Demographic factors explain, in part, the eontinueal appeal of vacation ownership. A 2016 study of recent U.S. vacation ownership purchasers indicated that the average timeshare owner is 47 years old and has am average annual household income of S93,000, Nearly half of the respondents indicated they plan to buy or upgrade a timeshare over the next two years. This, along with other industry data, suggests that the typical purchaser in the U.S. has disposable income and is interested in purchasing vacation products. Although we believe baby boomers will continue to be active participants in the vacation ownership industry, this study notes that 41% of the respondents were Gen X'ers and 26% were Millennials and that the average age of new fist -time purchasers was 43 years old with an average household income 01'588,000. The data also suggests that Millennials' perception of the industry and primary reasons for buying their timeshare is similar to the overall population of owners; however, they seek even more flexibility in using and accessing the product. Most owners can exchange their timeshare unit thinned) exchange companies and through the applicable vacation ownership company's internal network of properties, Vacation Ownership Overview We operate the world's largest vacation ownership business. We develop and acquire vacation ownership resorts, market and sell VOIs, provide consumer financing for the majority of the sales and provide property management services to property owners' associations. As of December 31, 2018, we had 224vacation ownership resorts in the U.S.„ Canada, Mexico, Caribbean and South Pacific that represent more than 25.,000individual vacation ownership mils mad approximately 880,000 owners of VOls. Our brands primarily operate points -based vacation ownership systems through which VOls can be redeemed for vacations that provide owners with flexibility as to resort location„ length of stay, number of stays, unit type and time of year. Our programs allow us to market and sell our vacation ownership products in variable quantities and to offer existing MVOs "upgrade" sales to supplement their existing VOls. Less than 11?/0 of our VOK product sales are from traditional weekly interval systems. Although we offer separate brands, we have integrated substantially all of the business functions, including consumer finance, information technology, staff functions, product development and marketing activities. 8 Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Revenues and Operating Staikties Our vacation ownership business derives a majority of its revenues from timeshare sales, with the remainder of revenues coming from consumer financing and property management. Property management revenues are partly dependent on the number of units we manage. Performance in our vacation ownership business is measured by the following key operating statistics: ▪ Gross vacation ownership interest sales or VOls - Sales of VOls including Fee -for -Service sales before the effect of loan loss provisions. • Tours - Number of tours taken by guests in our efforts to sell VOIs. • Volume per guest or ("VPG') - Gross VOI sales (excluding tele-sales upgrades, which are uon-tour upgrade sales) divided by the nuntber °flours. We have excluded non -tour upgrade sales in the calculation of VPG because non - tour upgrade sales are generated by a different marketing ehannel. Vacation Ownership Brands We operate under the following brands: Club kyndhatn. As one of Wyndham Destinations' flagship vacation brands, Club Wyndham gives travelers. the chance to live their bucket list and seek new adventuresalong the way. Spacious suites feature fully equipped kitchens, separate living and dining areas, private bedrooms, and on -site recreation facilities. Club Wyndham lets travelers, experience the best of what the world has to offer, with 99 resorts in top destinations across North America, Brazil, the South Pacific and Caribbean. Work/Mork by Iffilulhain. VIorldiLlark promises families more time to be together and more time for new traditions and new discoveries at n resort that feels like home. %VorldMark suites provide all the amenities families need - including fully equipped kitchens, separate living and dining areas, separate bedrooms, and a washer/dryer. WorldMark by Wyndham offers a flexible vacation portfolio, with over 90 resorts in a variety of destinations across the U.S., Canada, Mexico and Asia -Pacific.. Presidential Reserve by raldharn. Travelers seeking an enhanced vacation experience distinguished by luxurious suite; exclusive amenities, guaranteed access and other special benefits will enjoy the first class experience provided by our Presidential Reserve by Wyndham. Shell Mentions Club. With a 40-year tradition of hospitality and service, Shell Vacations Club members have access to vacation ownership resorts and properties in the heart of culturally rich metropolitan areas, serene mountain communities and relaxed coastal resort cities. Shell Vacations' 25 condo -style resorts are located throughout the western seaboard. Canada and Mexiao. Mwgariavllk Ificalion Club by tijindliont. Inspired by the laid-back, adventurous lifestyle oflimmy Buffett and the escapism of Margaritavillet, Margatitaville Vacation Club delivers a tropical experience through accommodations with a nautical feel, including fully equipped kitchens with a bar area complete with a Frozen Concoction Makert and relaxing outdoor seating areas_ Margaritaville Vacation Club properties include St Thomas, U.S. Virgin Island.s, Rio Mar, and Puerto Rico, with Nashville coining in Fall 2019. 9 Table of Contents Our multi-brat:id strategy allows us to deliver a broad range of vacation ownership products, locations and price points to a Wide spectrum °Nevem. Likewise, it also allows u5 to pursue development opportunities in a wide range of destinatious, including interuational rnd urban markets. Having a diverse bond portfolio means we can select the most appropriate band and development partners to.expand our footprint'. We have used this advantage to build the largest global footprint in the timeshare industry, with resorts across North America, Asia, the South Pacific and Caribbean. Domestic International Total Total Resorts Units Resorts Units Resorts Units Club Wyndham 99 13,573 99 13,573 Worldmark by Wyndham 86 6.884 10 575 96 7,459 Club WyndhattiAsia Pacific 3 40 29 1.492 32 1,532 Presidential Reserve by Wyndham 19 425 — — 19 425 Shell Vacations Club 22 1,934 .3 292 25 2,226 Margaritaville Vacation Club 2 ig6 — — 2 186 Total (including dual -branded resorts) 231 23,042 42 2,359 273 25,401 Less: dual -branded resorts (49) Total resorts 224 Sales and Marketing We employ a variety of marketing channels to encourage prospective owners of VOIs to tour 0141 properties and attend sales presentations at our resort -based sales centers as well as off -site sales offices. Our resod -based sales centers also enable us to actively solicit upwracle sales to existing owners of VOIs while they vacation at our resorts. We operate a tele-sales program designed to market upgrade sales to existing miters of DIM products. Sales of VO1s relating to upgrades represented 62%, 65% and 67% of our net VOI sales daring 2018, 2017 and 2016, respectively.. We use a variety of marketieg programs to attract prospective owners, including sponsored contests that offer vacation packages or gifts, targeted mailings, outbound and inbound telemarketing efforts, and in association with Wyndham Hotels brands, other co -branded marketing programs and eveuts. We also partner with Wyndham Hotels by utilizing the Wyndham Rewards loyalty program to offer Wyndham Rewards points as an incentive to prospective VOI purchasers, and by providing additional redemption options to Wyndham Retvards members. We co-sponsor sweepstakes, giveaways and promotional programs with professional learns at major sporting events and with other third parties at highttrafitic consumer events. Where permissible under state law, we offer cash awards ot other incentives to existing owners for referrals of new owners. New owner acquisition is an important strategy for us as this will continue to maintain OUT pool of "lifetime" buyers of vacation ownership and thus, enable us to solicit upgrade sales in the future. We believe the market for VOI sales is under - penetrated, and estimate that there are 53 million U.S. households that are potential purchasers of VOls. We added approximately 37,000, 36,4/00 and 33,000 new owners during 2018, 2017 and 2016, respectively. Our marketing and sales activities are often facilitated through marketing alliances with other travel, hospitality, entertainment, gaming and retail companies that provide access to such companies' customers Omagh a variety of co -branded marketing offers. Our resort -based sales centers, which are located ia popular travel destinations throughout the U.S., generate substantial tour flow by enabling us to market to tourists already visiting these destinations. Our marketing agents. who often operate on the premises of the hospitality, enteetainment, gaming and retail companies with which we have alliances, solicit tourists with offers relating to entettainment activities and other incentives in exchange for the tourists visiting the local resorts and attending sales presentations. An example of a marketing alliance thmugb which we market to tourists visiting destituuion arenas is our current anangetnent with Caesars 'Entertainment in Las Vegas, Nevada..This arrangement ettables us to operate voncierge-style marketing kiosks throughout select casinos and pornits us to solicit patrons to attend sales presentations with casino - related rewards and entertainment offers, such as gaming chips, show tickets and dining. certificates, 'We also operate our primary Las Vegas sales center within Harrah's Casino Hotel, Las Vegas, and regularly shuttle prospective owners targeted bysuelt sales centers Ro and from our nearby resort property.. 10 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Coracles Other marketing alliances provide us with the opportunity to align 01Ir marketing and sales programs with well-known lifestyle brands that appeal to consumers with similar demographics to our current purchase. 01le such example is our alliance with Margatitaville, a lifestyle brand popularized by musiciaufentertainer Jimmy Buffett:, where we market to patrons of various Nlargaritaville product lines via multiple channels, including on -site- marketing at Margaritaville restaurants, affiliated venues and events, as well as co-beanclect vacation ownership offerings. We offer a variety of entry-level programs and products as prat of oar sales strategy. For example, we have a program that allows prospective owners a one -lime allotment ol'points or credits with no furtherobligations, which we refer to as our sampler program, ad a biennial product that provides for vacations every other year. As part of our sales shattegies, we rely on our pointskredits-based programs, which provide prospective owners with the flexibility to buy relatively SiTiali packages of points or credits which can then be upgraded at a later date. 'ro facilitate upgrade sales among existing owners, we market opportunities for owners to purchase additional points or credits through periodic marketing campaigns and promotions while those owners vacation at our properties. Purchaser Financing We oll'er financing to purchasers of VOls which attracts additional etistomers and generates substantial incremental revenues and profits. We fund and service loans through our wholly -owned consumer financing subsidiary, Wyndham Consumer . Finance. Wyndham Consumer Finance performs loan financing. servicing and related administrative functions. We typically perform a credit investigation or otherinquiry into everypurchaser's credit history before offerina to finance a portion of the purchase price of the VOL The interest rate offered to participating purchasers is determined by an automated underwriting process based upon the purchaser's credit score, and the amount of the down payment. We use a consumer credit score, Fair Isaac Corporation ("FICO"), which is a branded version of a constuner credit score widely used within the U.S. by the largest bauks and lending institutions. FICO scores range from 300 to 850 and are calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer's credit history.. For purchasers with large loan balances, we maintain higher credit standards for new loan miginations. Our weighted average FICO score on new originations was 727, 726 and 727 fig 2018, 2017 and 2016, respectively, During 2018, we generated SI..5 billion of new receivables on $2.2 billion of goss vacation ownership sales, net of Fee -for - Service sales, reselting in 68% ofour vacation ownership sales being financed. This level of financing is prior to the receipt of addenda cash. Addenda cash represents the cash received for hall payment of' a loan within 15 to 60 days of origination. After the application of'addenda cash, we financed approximately 59% of vacation ownership sales during 2018. We generally require n minimum down payment of 10% of the purchase price on all sales of VOIs and offer consumer financing for the remaining balance for up to 10 years. Mille the mistimtun down payment is -generally 10%, our average down payment on financed sales of V011s was 22% and 24% during 2018 and 2017, respectively. The decrease in the average down payment in 2018 is attributable to lower down payment requirements to supportour strategy to grow new members. These loans are structured with equal monthly instalments that fully amortize theprincipal by the final due date. Similar to ninny other companies that provide consumer financing, we have historically securitized a ra.ajority of the receivables originated in cormection with the sales of VOIs. We initially place the financed contracts into a revolving warehouse secturitiz.ation facility, generally within 30 to 90 days after origination. Many of the receivables are subsequently transferred from the warehouse securitization facility and placed into term securitization Our consumer financing 'subsidialy is responsible for the rnainteriance of contract receivables files as well as all customer service, billing and collection activities related to the domestic loans we extend. We assess the performance of our loan portfolio by monitoring muneroes metrics including collection rates., defaults by state of residency and bankruptcies. Our consumer financing subsidiary also manages e selection and processing of loans pledged or to be pledged in our warehouse and term securitization facilities.. As of December 31, 2018, 95% of our loan portfolio was current (not more than 30 days past due). limper& Management On behalf of each afire property owners' associations, we or our affiliates generally provide day-to-day management for vacation ownership resorts, which includes oversight of housekeeping. services, maintenance and refurbishment of the units, and provide certain accounting and administrative services to property owners' associations. The terns of the property manageme t agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for automatic renewal upon expiration of the terms. In connection with these property management services, we Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents receive fees which are generally based upon total costs to operate such resorts. Fees for property management services typically approximate 10% of budgeted operating expeesses. As the owner of unsold VOls, we pay maintenance fees in accordance with the legal requirements of the juaisdictions in which the resorts arc located. In addition, at certain newly - developed resorts, we sometimes enter into subsidy agreements with the property ownersassociations to cover costs that otherwise would be covered by annual maintenance fees payable with respect to VOls that have not yet been sold. Inventory Sourcing We sell inventory soureed primarily through live channels: • self -developed inventory, • Just -in -Time inventory, • Fee -for -Service, • consumer lore delimits, and • inventory reclaimed from owners' associations; or owners. Submitted into the public record for item (s) RE.1 . on 07/11/2019 , City Clerk Self:developed inventmy. Tinder the traditional timeshareindustry development model, we develop inventory specifically for our timeshare sales,. The process often begins with the purchase of land which we then develop. Depending on the size and complexity of the project, this process can lake up to several years; but usually lakes less. Just-in-Titne inventory. Ou Just -in -Time iuventory acquisition model enables us to acquire and own completed units close to the timing of their sale or to acquire completed inetentery from a third -party partner based upon a predetermined purchase schedule. This model significantly reduces the period between the deployment of capital to acquire inventory and the subsequent return on investment which occur e at the time of its sale to a timeshare purchaser. Fee -far -Service. Li 2010, we introduced the first of our Fee -fox -Service models. This timeshare sourcing unodel was designed to capitalize upon the large quantities of newly developed, nearly completed or recently finished condominium or hotel inventory in the real estate market without asstuning the risk that accompanies property acquisition or new construction. This business model offers turn -key solutions for developers or banks in possession of newly developed inventory, which we sell for a fee through our extensive sales and marketing channels. Fee -for -Service enables us to expand our resort portfoliowith little or no capital deployment, while providing additional channels foe new owner acquisition and growth for our Fee -for - Service property management business. Consumer loan de/Milts. As discussed in the "Purchaser Financing" section, we offer financing to purchasers of Vars. In the event of a default, we are Able to ecover the inventory and resell it at full current value. We are responsible for the payment of maintenance fees to the property owners' associations until the product is sold. As of December 3.1, 2018, Inventory on the Consolidated Balance Sheet included estimated inventory recoveries on loan defaults in the amount of S286 million. Inventory reclaimed from metiers' associations or owners. We have entered into agreements with a majority of the property associations representing our developments where we may acquire properties related to owners who have defaulted on their maintenance fees, provided there is 110 outstanding debt on such properties. In addition, we frequently work with owners to acquire their properties, provided they hove no outstanding debt on such properties, prior to those owners defaulting on their maintenance fees. This provides the Owner with a graceful exit from a property that is no longer utilized due to lifestyle changes, Strategies Our goal is to strengthen our leadership position in the vacation ownership industry and generate consistent and long -tern value for our shareholders. To achieve this goal, we intend to pursue the following strategies: Use am- diverse brands to enter rime and tnukrpenenwted usgrophies and broaden our demographic reach. Our unique mix of brands coupled wi our large, global fleolprint provides us with a strategic advantage, when adding new inventory in target markets. We expect to use this advantage to grow our customer base by expanding our product offerings in existing markets and entering new, nnderpenetrated markets. In our existing markets, we intend in prow our product offerings by adding new brands, either witbiu an existing resort or at a new development. By having multiple brands within a single location, we are able to offer different products at different price points, thereby increasing our addressable market. For example, in Las Vegas, our second and third brands represent over 40% of our sales. In Nashville, our ability to offer a lifestyle brand, Margaritaville Vacation Club by Wyndham, resulted in our selection as a partner in a new hotel development in the popular "Sollro" district. 12 Table of Contents i The breadth (lour offerings also allows us to enter new rnatkets with the appropriate bnmd and product mixeln our newest timeshare macket, Ansi in, we offer two products, one targeted Po new owners and the other targeted to existing owners, which allows us to appeal to a broader audience of customers. Additionally, we use our brand portfolio, combined with out strong sales and marketing platform, to penetrate non-traditional. but attractive timeshare markets such as the Wisconsin Dells, where we are the only major hospitality brand. Increase new owner sale.jp ofrivekimpterni ennvilL We intend to increase the percentage of our VOI sales from new owners, which will enable us to (hive long-term revenue and earnings growth. On average, new owners double their initial VOI purchase within seven years, resulting in predictable, high -margin future revenue streams. 'We will leverage our industryleading sales and aninketing platform to attract new owners by expanding out call transfer capabilities, leveraging OW relationship with Wyndham Hotels, enhancing our marketing alliances, growing our Community Marketing Presence ("CMP") and adding resorts in new markets. 111aximize onr relationship with ffildhcan Hotels. We have a long-tetua, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world's largest hotel franchisor with approximately 8,900 affiliated hotels located in 80 countries. Since its redesign in 2015, Wyndham Hotels' loyalty program, Wyndham Rewards, has won more than 70 awards. including "Best Hotel Loyalty Program" from US News S. World Report and Most Rewarding Hotel Loyalty Program from Idea Works . We plan to significantly increase this sales channel with initiatives such as enhanced call transfers, online Marketing, in -hotel marketing and online rentals of vacation ownership resorts. In addition, Wyndham Rewards redemption options into our resorts provide enhanced tour flow opportunities. Cross -marketing to existing guests of Wyndham Hotels and members of Wyndham Rewards has proven to be more efficient than traditional marketing efforts. Volume per guest ("VPG") on affinity marketing tours is higher than other tours, helping to increase margins on new owner sales. We believe further developing this affinity relationship, which curaently represents only a small portion of VO1 sales, offers a significant new owner growth opportunity that is more profitable than other new owner marketing channels. Wyndham Rewards, with approximately 61 million enrolled members, many of whom fit our target new enstorner demographic, provides us with a substantial customer sourcing opportunity to drive future VOI sales. Maintain a capital -efficient inventory solgcMj41a.aswt roduce attractive returns Mid rash ficnt Wyndham Vacation Ownership pioneered capital -efficient inventory sourcing in 2010. We have a diverse inventory sourcing model, including self - developed inventory, Just-M-Tune inventory, Fee -for -Service inventory, and buyback programs that allow us to generate- VOI sales. Our capital -efficient inventory sourcing strategy has significantly increased return on invested capital since 2010. The scale and breadth of our brand and product offerings givens unparalleled access to inventory sources, including innovative capital -efficient opportunities, which gives us the ability to select the most attractive development options. Seasonality We rely, in part, 141021 tour flow to generate sales of VOIs; consequently, sales volume tends to increase in the spring and summer months as a result of greater tour flow fiOill spring and summer travelers. Therettbre, revenue from sales of VOls are generally higher in the third quarter than in other quarters. Competition The timeshare industry historically has been and continues to be highly fragmented and competitive. Competitors range from small vacation Ownership companies to large branded hotel companies, all operating vacation ownership businesses involved in the development, finance and operation of timeshare properties. Our vacation ownership business competes with other timeshare developers for sales of VOls based principally MI location, quality of accommodations, price, service levels and amenities., financing terms, quality of aervice, tennis of property use, reservation systems, flexibility for members to exchange into time at other timeshare properties or other travel rewards, including access to hotel loytdayforograms, as well as brand name recognition and reputation. We also compete forproperty acquisitions and pa nnerships with entities that have similar investment objectives as we do.. There is also significant competition for talent at all levels within the industry, in particular for sales and management. Our primary competitors in the timeshare space include Matriott Vacations Worldwide, Hi [ton Grand Vacations, Disney Vacation Club, Holiday DM Club Vacations, B InegreeaVacations and Diamond Resorts International. 13 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk 'bible of Contents En addition, our timeshare business eatupdes with other entities engaged in the leisure and attention industry, including resorts, holds, cruises and other accommodation alternatives, smelt as condonarniutn and single-flunily home rentals. We also compete with home and apartment sharing services (such as A irlInEl and VR330) that operate websites that market available privately owned residential properties that can be rented on a nightly, weekly or amiably basis. In certain markets, we compete with established independent timeshare operators, and it is possible that other potential competitors may develop properties near our current resort locations. In addition, we face competition them olher timeshare managernent companies in the management of resorts on behalf of owners on the basis of quality; cost, types of services offered and relationship. The timeshare industry has experienced significant consolidation, which may increase competition. Additionally, competition in the vacation ownership industry may increase as private competitors become publicly traded companies or esisting publicly traded competitors spin-olT their %mention ownership operatione, increasing the number of competitors in a highly fragmented industry. For example, in September 20111, Martiot Vacations Worldwide acquired Interval Leisure Group, Inc., which operates the Interval International exchange program.. Prior to that acquisition, Interval. Leisure Group, Inc. had acquired Hyatt Residence Club in October 2014 and in May 2016 acquired the timeshare operations of Startemod Hotels & Resorts Worldwide, Inc. (which includes the use of Westin and Sheraton brands for timeshare purposes), known as Vismila Signature Experiences, Inc. Diamond Resorts International, Inc. completed the acquisition of the timeshare business of Gold Key Resorts in October 2015 and completed the acquisition of the timeshare business of Intnawest Resort. Club Group in January- 2016. hi. January 2017, Hilton Worldwide Holdings Inc. completed the spin-otTof its vacation ownership operations and Hilton Grand Vacations Ine. is now a separate publicly traded company. In November 2017, Bluegreen Vacations Corporation completed an initial public Offering that resulted in approximately 10 percent of its stock being held by the public. Competitors that are publicly traded companies may benefit from a lower cost of; and greater access to, capital, as well as more focused management attention. Consolidation may create competitors that enjoy significant advantages resulting from, among other things, a lower cost of, and greater access to, capital and enhanced operating efficiencies. We generally do not face competition in our consumer financing business to finance sales of our VON. We do face competition from financial institutions providing other forms of consumer credit, which may lead to ftill or partial prepayment of our times re financing receivables,. EXCHANGE & RENTALS Industry A large segment of leisure travel is delivered through non -hotel accommodations that include vacation exchange and vacation rentals. These nornhotel accommodations provide leisure travelers access to a wide variety of leisure options that include vacation ownership resorts, privately -owned vacation homes, apartments and condominiums. Vacation exchange is a fee -for -service industry that offers services and products primarily to timeshare developers and owners. To participate in a vacation exchange, generally a timeshare owner deposits their interval from a resort or points from their dub or resort into a vacation exchange company's network and receives the opportunity to use another owner's interval at a different destination. The vacation exchange company assigns a value. to the owner's deposit based upon a number of factors, including supply and demand forthe destination, size of the timeshare unit, dates of the interval and the amenities at the resort. Vacation exchange companies generally derive revenues by charging fees for facilitating vacation exchanges and through annual membership dues. Vacation ownership clubs, such as Club Wyndham Phis, Worldhlark by Wyndham. Hilton Grand Vacations and Disney Vacation Club, give members e option to exchange both internally, within their collection of resorts, or externally through vacation exchange networks such as RC!. These types of clubs have been the largest driver of vacation ownership industry growth over the past several years_ This long-term trend has a positive impact on the average number of members, but a ' negative effect On the number of vacation exettange transactions per member and revenue per member as members exchange more often within their dub. Exchange & Rentals Overview We operate the world's largest vacation exchaage network based on the number of members and are a leading provider of professionally naanaged vacation rentals in North America. Our mission is to send people on the vacation of their dreams and, during 2018, we sent appareximately 7 million people to their desired destinations. Through our industry -leading tools, expertise and brands, we create connections between suppliers and guests to maximize supplier utilization and guest 14 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk experience. \Vc are largely a fee -for -service business with strong and predittable cash flows. Our programs serve a member base of timeshare, fractional mid whohnsinit owners who want flexibility and variety in their travel plans each year. Through our collection of vacation exchange brands, we have approximately 3.8 million member families. We generally retain over 85% of our RCI members each year In the vast majority of cases, we acquire new members when an affiliated timeshare developer pays for the initial term of a membership on behalf of a timeshare owner as part of ilk vacation ownership- purchase process. Generally, this initial membership is for either a one or two year term, after which these new members may choose to renew directly with us. We also acquire a small percentage of new members directly from online eharmels. Club end corporate members receive the benefit of our vacation exchange program as part of their ownership with enrollment and renewals paid for by die developer. ?goobers receive periodicals published by us and, for additional fees, use the applicable vacation exchange program and other services that provide members the ability to protect trading power or points, extend the life of a deposit, combine two or more deposits for the opportunity to exchange into intervals with higher trading power and book travel services. Our vacation exchange business has relationshipawith over 4,300 vacation ownership resorts in approximately 110 countries and territories located in North America, Latin America, Caribbean, Europe, Middle East, Africa and Asia Pacific. We tailor our strategies and operatMg plans for each region where we have, or seek to develop, a substantial member base. Reroutes and Operating Statistics Our vacation exchange business derives the majority °fits revenues from annual membership dues and fees for facilitating vacation exchanges and rentals. We also generate revenue from: (i) additional serakes, programs with affiliated resorts, club servicing and loyalty programs and (ii) additional products that provide members the. ability to protect trading power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power. No one customer, developer or group accounts for more than 10% of 011tr revenues. Performance in our vacation exchange business is measured by the following key operating statistics: • Average number of members - Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or within the allowed grace period. • Exchange revenue per member - Represent a total annualized revenues generated fiom fees associated with monbershipa, exchange transactions, member -related rent -rids and other servicing for the period divided by the average number of vacation exchange mernbera during the period. We also derive revenues from our North American vacation rentals busiuess from (i) commissions earned on the rental of vacation rental properties on behalf of independent owners and fii) additional properly management services delivered to property owners, vacations rental guests and homeowners' associations. During 2018„ the Company decided to explore strategic alternatives for its North American vacation rentals business and during the fourth quarter commenced activities to facilitate the sale of this business. The assets and liabilities of this business have been classified as held -for -sale as of December 31, 2018. This business does not meet the criteria to be classified as a discontinued operation; therefore, the results were reflected within continuing operations on the Consolidated Statements of Income. For farther details see Note 7--for-fir-Sak Businesw to the Consolidated Financial Statements included in Item 8 of this Annual Report on Fortran 104C.. Our Exchange and Rentals Brands We operate under the following brands: Ra Founded in 1974. RCI operates the world's largest vacation ownership weeks -based vacation exchange network, RCI Weeks, and provides members with the ability to exchange week-long- intervals in units at their home resort for intervals at comparable resorts. RCI also operates the world's largest vacation ownership points -based vacation exchange network, RCI Points. This program allocates points ao use rights that morbers cede to the vacation exchange program. Members may redeem their points for the use of vacation properties for the duration they choose in our vacation exchange program or for discounts on other services and products which may change from time to time, such as airfare, can rentals, cruises, hotels and other acconimodations. RCI also offers enhanced membership tiers (Gold and Platinum), which provide additional benefits to members. The Registry Collection. Established in 2002, The Registry Collection vacation exchange program is the industry's largest and first global vacation exchange network of luxury vacation accommodatious. The luxury vacation accommodations in our network include fractional ownership resorts, higher -end vacation ownership resorts, condo -hotels and yachts. The Registry Collection program allows members to exchange their intervals for the use of other luxury vacation properties within the 15 Table Contents network for a fee and also offers access to. other services and products at member preferred rates, such as cruises, yachts, adventure travel, hotels and other accornmodations. D.E.lFounded in 1997, DAE is e leading direct-to-cortsumer model of vacation exehange with global operations. This nrembem direct vacetion exchange prograin is open to all timeshare owners, regardless of the resort where they own. DAE offers, weeks, points and club ()timers a simple exchange systems modest support services so they can enjoy resort style accommodations around the world.. love Home Swap. Founded in 2011, Love Home Swap provides homeowners two ways to barn their home into vacation opportunities. Members have the option to: (k) swap time at their home directly with rinother member for time at their property or (i) swap time at their home for points, which can be itesed at a later date to secure a stay at another member's home. Love Home Swap has developed a sizeable footprint in the United Kingdom and other parts of Europe and has begun to establish a presence in the U.S. and Australia. 115,ndliam Vacation Rentals. Wyndham Vacation Rentals otters North America -based rental properties in over 50 beach, ski, mountain, theme park, golf and tennis destinations such as Florida, South Carolina, Colorado, Delaware, Noah Carolina, Alabama, Tennessee, Utah, California and British Columbia. ft has more than 35 years of industry experience providing vacation rentals to travelers through recognized and established brands such as ResortQuest, Stemnboat Resorts and Smoky Mountain Property .Management. Wyndham Vacation Rentals is part of our North American Vacation Rentals business which has been classified as held-fOr-sale as of December 31, 2018. inventory The properties our business makes available to travelers include vacation ownership condominiums, fractional resorts, homes, yachts, private residence clubs and traditional hotel rooms. We offer travelers flexibility as to time of travel and a choice of lodging options. This flexibility also helps our affiliated resorts as it provides additional benefits to the vacation ownership product. \Ve offer property owners marketing, booking, property managernent and quality control services. We leverage inventory comprising of VOis and independently owned properties across our network of brands to maximize value for affiliates, vacation exchange members, vacation rental property owners and guests. We also leverage our scale and global marketing expertise to enhance demand and drive occupancy across our network of destinations, including the ability to source vacation rental inventory for vacation exchange members. We also provide industry -leading technology and revenue management expertise to optimize our network of destination inventory through automated tools and sophisticated yield management techniques and to provide inventory distribution to our network of affiliated resorts. Additionally, we have adapted our yield management technology to introduce a new vacation rental property recruiting tool and have implemented the tool throughout our North American vacation rental operations, Customer Development We affiliate with vacation ownership developers directly through our in-house sales teams. Affiliated developers sign agreements that have an average duration of approximately five years. Our members are acquired primarily through our affiliated developers as part of the vacation ownership purchase process. We also acquire a small perceidage of our members directly harm online channels. AI our vacation rental brands, we primarily enter into exclusive mutual remit! agreements with property owners, 'We market these rental properties online and offline to large databases of custuaners, Additional customers are sourced through transactional websites and offline advertising and promotions, and through the use of third -party travel agencies, tour operators and online distribution channels to drive additional occupancy: We have a number of specific branded websites to promote; sell and infirm new customers about vacation metals. Loyalty Program Rare loyalty program, RC1 Elite Rewards, offers a co -branded credit card to our members. The card allows members to earn reward points that can be redeemed for ileitis related to our RC1 vacation exchange programs, including annual wiembership dues, exchange fees far trairsoctions, and other services and products o tired by WI or certain third parties, including airlines and retailers. Our vacation rental brands also participate in e industry's leading loyalty program, Wyndham Rewards. Dining 2018, we reade approximately 6,300 vacation rental properties available for redemption through Wyndham Rewards and will continue 16 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 'Lilac of Contents incorporating properties into the program in the years to come. We expect Wyndham Rewrerds to increase awareness of our vacation rental brands and drive incremental revenue. Distribution We distribute our products and services through proprietary websites and call centers around the world. We invest in new technologies and online capabilities to ensure that our customers have the best experience and access to consistent information and services across digitall and call center chain -leis. We continue to enhance our digital channels, mobile capabilities and e- commerce piattbans across our network. Important technology enhancements include streamlitted search and transaction journeys, improved help and mobile hinctionality, more robust redesigned website content, and personalized (*limit and offers for Our customers. Recognizing that today's on -the -go customer relies on mobile devices more frequently than ever before, we are further investing in our mobile apps and mobile browsers based on the latest technologies coupled with a more nuanced -understanding of customer behaviur. We have incorporated new tools and responsive designs that take advantage of the portability and variability of mobile devices, allowing customers to research and plan activities., going beyond the travel booking transaction alone. Part of our vacation rental strategy bas been to enhance land expand our online distribution channels, including global partnerships with several industry -leading online travel and vacation rental portals in order to streamline inventory connectivity and guest experience, 'This will continue to accelerate revenue gronall and allow taw more business on the web instead of through our call centers, thus generating cost: savings for us. The requests we receive at our global call centers are handled by our vacation guides, who are trained to fulfill requests for vacation exchange and rentals. Cell centers remain an important distribution channel for us and therefore we continue to invest resources to ensure that members and rental customers receive a high level of personalized customer service. Through our call centers, we also provide private -labeled reservation booking, ccastorner care and other services for our RCI affiliates. lltarketing We market our services and products to our customers using our five primary consumer brands and other related brands in more than 130 offices worldwide through several marketing channels including direct mail, email, social] media, telemarketing, online distribution channels, brochures and magazines. Our core marketing strategy is to personalize and eustorniae our marketing to best match customer preferences. We have a comprehensive social and mobile media platform including apps for smartphones and tablets, Facebook and Pinterest fan pages, several Twitter and histogram accounts and YouTtabe channels, online video content and various online magazines. We use our resort directories and periodicals related to the vacation industry for marketing as well as for member retention and loyalty. Additionally, we promote our offerings to owners of resorts and vacation homes through trade shows, online and other marketing channels that include direct mail and telemarketing. Strategies Our strategy is to re -ignite the.RCI 'exchange brand to continue our growth and take advantage of untapped market demand. We will leverage RC1's legacy ofinnovation, technology and analytics expertise to achieve our goals. We intend to pursue the following key strategic initiatives: !demi soiirces ofsupplv to ivsLease vocation oppartunities for our customers We plan to leverage our scale and robust industry relationships to secure new sources of supply with favorable pricing in order to enhance our exchange inventory profile. We have identified customer demand for destinations where we have limited point - in -time supply availability and demand for vacation opportunities available for confirmation closer to the vacation start date. Offer new and imbovative products lo further enhance the membership experience and reach new Customer bases We plan to continue our history of innovation by offering more ways for customers to use their timeshare ownership to travel and vacation. Our goal is to make it easier for members to deposit future year VON into our exchange programs and allow members to use their vacation ownership toward discounts on other vacatiou-related opportunities. In addition. RCA will leverage. our exchange platform and expertise to expand into new 'membership model a and offerings, expanding our member base and demographic reach. We will also continue to enhance and grow DAE and Love Home Swap towards this end. De.relop new sohitions In pannerslyip -with our Club cif -Pates to increase overall engagsms.pa with the Club member population While Chub owners have been the largest growing segment of our member base, Club revenue per member is lower than our overall average due to a wide array of vacation options within. the Clubs 'causing a reduced propensity for Club owners to 17 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 'Fable of Contents interact with our external exchange networks. We see opportunity to improve this propensity by working inure closely with our Chili a 'Pilate partners to chive additional value proposition in their owner base. We can achieve this by providing innovative new product offerings and time flexibility to help these owners avoid expiration of their Club currency by depositing into our exchange programs. GiVa'11Icirket sisertv through focus on geograpinc-exponsion and deeper penetration in existing markets We will continue to leverage our best -in -class business development team to identify affiliatioa growth opportunities in our core markets, while investing in growth in our Latin America and .Asia markets. Seasonality Our revenues from vacation exchange fees have traditionally been higher in the first quarter, which is generally when our vacation exchange members plan and book their vacations for the year. Revenues km vacation rentals have traditionally been highest in the third quarter, when salt ation arrivals are highest. Competition Exchange At. Rentals competes globally with other vacation exchange companies, most notably Interval International, and certain developers and clubs that offer vacation exchange through their own internal networks ofproperties. Our vacation exchange business also competes with third -party Internet travel intermediaries and peer -to -peer ratline networks that are used by consumers to search for and book their resort and other travel accommodations. Our vacation rental brands face competition from a broad variety of professional vacation yenta! managers, most of which are small regional operators and individual property owners who pursue the rent -by -owner model, collectively using brokerage services, direct marketing and the Internet to market and rent their vacation properties, INTELLECTUAL PROPERTY Our business is affected by our ability to proteet against infringement of our intellectual property, including our trademarks, service marks, logos, trade names, domain names and other proprietary rights. The foregoing segment descriptions specify the brands that are used by each of our segments. Our subsidiaries actively use or license for use all significant marks and domain names, and we own or have exclusive licenses to use these marks and domain names. In connection with the Spin -oft we entered into a license, development and noncompetition agreement with Wyndham Ilotels, which, among other things, granted to Wyndham Destinations the right to use the "Wyndham" trademark, "The Regis' try Collection" and certain other trademarks and intellectual property in our business, See "Key Agreements Related to the Spin-OffLieense, Development and Noncompetitiou Agreement" for more information. We register the marks that we own in the U.S. Patent and Trademark Office, as well as with other relevant authorities where we deem appropriate, and seek to protect our marks from unauthorized use as permitted by lasv. GOVERNMENT REGULATION Our business is subject to various international, national, federal, state and local laws, regulations and policies in jurisdictions in which cave operate. Some laws, regulations and policies impact multiple areas of our business, such as securities, anti- discrimination, alati-fraud, data protection and security and anti -corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury's Office of Foreign Asset Conttol and the U.S. Foreign Corrupt Practices Act ("FCPA"). The FCPA and similar anti -corruption and bribery taws in other jurisdictions generally prohibit companies and their intermediaries from making improper iay1ne015 to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily affect one of our areas of business: inventory sourcing activities; sales and marketing activities; purchaser financing activities; and property management activities. inrenfoty Sauteing Regale:fiord Our inventory sourcing activities are regulated under a number of different timeshare, condominium and land sales disclosure statutes in many jurisdictions.. We are generally subject to laws and regulations typically applicable to real estate development, subdivision and construction netivities, such as laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, title insurance and taxation. In the United States, these include the Fair Housing Act and the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder, which we refer to collectively as (the "ADA"), Ii addition, we are subject to laws in some jurisdictions that impose liability on property developers forconstruction defects discovered or repairs made by future owners of property developed by the developer. 18 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Cements Saks 01141 Marketing Regulation Our sales and marketing nctivities are highly regulated. In addition to regulations implementing laws enacted specifically for the timeshare indusny, a wick vaniely of laws and regulations govern our sales and Marketing activities, including regulations implementing the USA PATRIOT Act,. Foreign Investment In Real Property 'Fax Act, the Federal Interstate Land Saks Full Disclosure Act and fair housing statutes, U.S..Federal Trade Commission ("FTC") and state "Little FTCAct" and other regulations governing unfaii. deceptive or abusive acts or practices including unfair or deceptive trade practices and rinthir coinpetition, state attonney general regulations, anti -fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws and regulations, anti -money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, and other consumer protection laws. We must obtain the approval of numerous govenamental authorities for our sales and marketing activities. Changes in circumstances or applicable law may necessitate :the application for or modification of existing approvals.. In addition, many jurisdictions, including many jurisdictions in the United States, require that we file detailed registration or offering.statements with regulatory authorities disclosing inforrnation regarding our VOTs, such as information coucerning the intervals being offered, the project, resort or program to which the intervals mlate, applicable timeshare plans, evidence of title, details regarding our business, the purchaser's rights and obligations with respect to such intervals, and a description of the manner in which we intend to offer and advertise such intervals. When we sell VOls, local law grants the purchaser olu VOI the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the list of the documents required to be provided by us In recent years, regulators in many jurisdictions have increased regulations and enforcement actions related to telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and "do not call" legislation. These measures have significantly increased the costs associated with telemarketing, in particular with respect to telemarketing to mobile numbers. While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission -based marketing in which we obtain permission to contact prospective purchasers in the future. We have also implemented procedures to comply with federal and state "do not call" regulations including subscribing to the federal do not call registry and certain state "do not call" registries as well as maintaining an internal "do not call" list. Purchaser Financing Regulation Our purchaser finales* activities are sullied to a number oflaws and regulations including those of applicable supervisory agencies such as, in the United States, the Constuner Financial Protection Bureau, the FTC, and the Financial Crimes Enforcement Network. These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X. the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds TransferAct and Rego/titian E, urofain deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial PrivacyAct, the Gratnin-Leach-' liley Act, the Servicemember's Civil ReliefAct and the Bank Secrecy Act. Our purchaser financing activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending fair debt collection and credit reporting practices, consumer debt colleetion practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti -money laundering. Proper lifonagement Rqgulation Our property management activities are subject to laws.and regulations regarding conununity association management, public lodging, food and beverage services, liquor licensing., labor, employment, heath care, health and safety, accessibility, discrimination, immigration, gaming and the environment (including climate change). ha addition, many jutisdietions in which we manage our resorts have statutory provisions that limit the duration of the initial and renewal terms of our management agreements for property owners' associations. EMPLOYEES As of December 31, 2018, we had approximately 24„500 einployees, including over 4,300 employees outside of the US- The Vacation Ownership business had over 18,800 employees, Exchange & Rentals over 5,400 employees, and our corporate group 19 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents hid approximately 300 employees. A.pproximately 1% ofour employees acre subject to collective bargaining agreements govemiug allele employment with our cosupany. ENVIRONMENTAL COMPLIANCE Our compliance with federal, state and local laws and regulations relating to environnaental protection and discharge of hazardous materials has not had a Material impact on our capital expenditures., earnings or competitive posit ioneand we do not anticipate any material impact from such compliance in the future. SOCIAL RESPONSIBILITY Wyndham Destinations is committed to delivering sltereholder and stakeholder value through our Social Responsibility prognun, which remains an integral part °four company culture and global business operations. We strive to cultivate an inclusive envirolunent, in which our associates, custorners, suppliers and communities feel appreciated, respected and valued. In 2018, the Company continued to strengthen our impact across our five core areas of Social Responsibility: Environmental Sustainability, Inclusion & Diversity, Philanthropy, Ethics and Human Rights. We are committed to ;remaining a leader of sustainable business practices and we tontinue to work toward meeting all social responsibility regulations in whielt we conduet business,. Our goal for 2025 is to reduce our carbon emissions by 40% and water consumption by 25% at our owned, managed and leased assets (based on square foot intensity) compared to our 2010 baseline. We have reduced carbon emissions intensity by 31% and water usage intensity by 221%, to our baseline, while increasing our overall portfolio square footage by 15%. Our goals will he achieved through innovative programs and the implementation of efficiency projects to reduce our carbon footprint. Progress towards our goals will be measured through our environmental data tracking tool. We recently exceeded our goal to plant one million trees through the Arbor Day Foundation, which has helped us to improve our biodiversity footprint. We continue to work with the Arbor Day foundation planting on average 200,000 trees per year and sourcing carbon neutral coffee. KEY AGREEMENTS RELATED TO THE SPIN-OFF This section sumnarizes the enaterial agreements between us and Wyndham Hotels that govern the ongoing relationship between the two companies Idler the Spinoff. Additional or modified agreements, arrangements and transactions, which would be negotiated at arm's length, may be entered into between us and '4Vyndham Hotels in the future. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are filed as exhibits hereto. As of May 31. 2018 when the Spintolf was completed, we and Wyndham Hotels operate independently, and neither company has any ownership interest in the other. Before the Spin-off, we entered into a Separation and Distribution Agreement and several other agreements with Wyndham. Hotels related to the Spin -oft These agreements govern the relationship between us and Wyndham Hotels following completion of the Spireoff and provide for the alloent ion between us and Wyndham Hotels of various assets, liabilities. rights and obligations. The following is a summary of the tenets of the material agreements we entered into with Wyndham Hotels. The following summaries; do not purport to be complete and an qualified in their entirety by reference to the hit text of each agreement, which is incorporated by reference into this Annual Report on Farm 10-1( as Exhibits 2.5, 10.46, 10.72„ 10.73 and 10.74. Separation and Distribution Agreement The Company entered into a Separation and Distribution Agreementavith Wyndham Hotels regarding the principal actions teken or to be taken in connection with the Spin-off; The Separation and Distribution Agreement provides for the allocation of assets and liabilities between WyndharaDestinations and Wyndham. Hotels and establishes certain rights and obligations between the parties following the Distribution. Transfer ofAssets and Assumption of Liabilities. The Separation and Distribution Agreement provides for those transfers of assets and assumptions of liabilities that are necessary in connection with the Spin-off so that each of Wyndham Destinations and Wyndham Hotels is allocated the assets necessary to operate its respective business and retains or assumes the liabilities allocated to it in accordance with the separation plan. The Separation and Distribution Agreement also provides for the settlement or extinguishment of cenaiu liabilities and other obligations among Wyndham Destinations and Wyndham Hotels. In particular; the Separation and Distribution Agreement provides that, subject to certain terms and conditions: The assets that have been retained by or transferred to Wyndham Hotels ("SpinCo assets") include, but are not limited to: all of the equity interestsof liVyndham Hotels; 20 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table olContents • may and all assets reflected on the audited combined balance sheet ()lithe Wyndhaiu HoteL & Resorts businesses; • any and an contracts primarily relating to the Wyudharn Hotels & Resorts businesses; and an rights in the "Wyndhain" trademark and "The Registry Collection" trademark, and certain intellectual property related thereto. • The liabilities that have been retained by Or transferred to Wyndham Hotels ("SpinCo liabilities") include, but are not limited to: • any and all liabilities (whether accmed, contingent or otherwise, and subject lo certain exceptions) to the extent primarily related to, arising out of or resulting from (a) the operation or conduct of Me Wyndham Hotels & Resorts businesses or (b) the SpinCo assets; • any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the Commission,no the extent such filing is either made by Wyndham Hotels or made by the Company in connection with the Spin-off, subject to each party's indenunfieation obligations under the Separation and DistributionAgreemem with respect to any misstatement of or omission to state a material fact contained in any such filing to the extent the misstatement or omission is based upon infolmation that was furnished by such party; • any and all liabilities relating to, arising out of, or resulting from. any indebtedness of Wyndham Hotels Or any indebtedness secured exclusively by any of the Wyndham Hotels assets; and • any and all liabilities (whether accrued, contingent or otherwise) reflected on the audited combined balance sheet of the Wyndham Hotels & Resorts businesses. Wyndham Hotels assumes one-third and Wynl 'cam Destinations assumes two-thirds ef certain contingent and other corporate liabilities of the Company ("shared contingent liabilities") in each case incurred prior to the Distribution, including liabilities of the Company related to, arising out of or resulting from (i) certain laminated or divested businesses„ (ii) certain general corporate matters of the Company and (iii) any actions with respect to the separation plan or the Distribution made or brought by any third party; • Wyndham Hotels is entitled to receive one-third and Wyndham Destinations is entitled to receive two-thirds of the proceeds (or, in certain cases, a portion thereof) from certain contingent and other corporate assets of the Company ("shared contingent assets") arising or accrued prior to the listribution, including assets of the Company related to, arising from or involving (i) certain terminated or divested businesses and (ii) certain general corporate matters of the Company; • In connection with the sale of the Company's European vacation rentals business, Wyndham Hotels will assume one- third and Wyndham Destinations will assume two-thirds of certain shared contingent liabilities and certain shared contingent assets. Such shared contingent assets and shared contingent liabilities will include: (a) any amounts paid or received by Wyndham Destinations in respect of any indemnification claims made in connection with such sale, (b) any losses actually incurred by Wyndham Destinations or Wyndham Hotels in connection with its provision of post -closing credit support to the European vacation rentals business, in the form of an unsecured guarantee, letter of credit or otherwise, in a fixed amount to be determined, to ensure that the European vacation rentals business meets the requirements of certain service providers and regulatory authorities, and (c) any tax assets or liabilities related to such sale; • Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, the corporate costs and expenses relating to the Spin-off will first be paid by the party such costs were incurred by, from a separate account maintained by each of Wyndbam Hotels and Wyndham Destinations and established prior to completion of the Spiri-off on terms agreed upon by Wyndham Hotels and Wyndham Destinations and, to the extent the funds in such separate account are not sufficient to satisfy such costs and expenses, be treated as shared contingent liabilities (as described above); and • All assets and liabilities ante Company (whether accrued, contingent or otherwise) other than the SpinCo assets and SpinCo liabilities, subject to certain exceptions (including the shared contingent assets and shared contingent liabilities), have been retained by or transferre.d to Wyndham Destinations, except as set forth in the Separation and Distribution Agreement or one ofthe other agreements described below. The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the Employee Matters Agreement or the Separation and Distribution Agreement, are solely covered by the Tax Matters Agreement. 21 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents Nel Proceed,s Actiusanent. Prior to the Distribution, Wyndham Hotels and the Company agreed on a target nmoant for the net proceeds to be received by the Company in connection with the sale of the Company's European vacation rentals business. Followhig the Distribution, Wyndham Destinations will prepare, mid agree with Wyndham Hotels on, a statement setting forth the actual amount °fact proceeds received by the Cninpany in connection with such snle, including pursuant to any poat- closing purchase price adjustments. If the amount of actual net proceeds is greater than the. targe.tet proceeds amount, such excess Will be a shared contingent iisset; if it is lees than the target net proceeds amount, such deficit will be a shared contingent liability. Nei Indebtedness Adjustment Prior to the Distribution, the Company and Wyndhwn Hotels agreed on a target amount of. indebtedness (net of cash) for Wyndham Hotels as of the Distribution. Following the. Distribution, Wyndham Hotels will prepare, and agree with Wyndham Destinations on, a statement setting forth the actual amount of net indebtedness of Wyndham Hotels as of the close of business on the Distribution Date (as defined below). lithe actual amount of net indebtedness as of the close of business on the Distribution Date is greater than the target net indebtedness anaount, Wyndham Destinations will pay the difference to Wyndham Hotels; if it is less than the target net indebtedness amount, 'Wyndham Hotels will pay the difference to Wyndham Destinations. Cash Balances. In connection with the transfer from the Company to Wyndham Hotels of certain liabilities as part of the internai reorganization, the Company transferred an agreed upon amount of cash to Wyndham Hotels. Also prior to the completion of the Spin-off, Wyndham Hotels distributed or otherwise transferred to a hank account of the Company the amount °fetish and cash equivalents in excess of the suns of (i) such amount of transferred cash, plus (ii) an amount of cash necessary to adequately capitalize Wyndham Hotels following the (iii) plus the amount of cash being maintained by Wyndham Hotels in a separate account to pay corporate costs and expenses relating to the Spin-off (as described above), phis the amount of certain cash proceeds from Wyndham Hotels' offering of its 5.375% Notes due 2026 and the borrowings under Wyndham Hotels'new senior secured credit facilities. Such distributed cash constitutes "boot" that is subject to the applicable requirements set forth in the Separation and Distribution Agreement. Amounts payable between the Company and 'Wyndham Hotels that are described in this paragraph may be netted and offset pursuant to the Separation and Distribution Agreement. Funher Assurance.s. To the extent that any transfers of assets or assumptions of liabilities contemplated by the Separation and Distribution Agreemeut have not been consummated, the parties have agreed to cooperate with each other and use commercially reuse able efforts to effect such transfers or assumptions as promptly as practicable.. In addition, each of the parties has agreed to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation and Distribution .Agreernent and the ancillary agreements. Representations and nkurantie_.s. In general, neither the Cornpany nor Wyndham Hotels made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may have been required in connection with such transfers or assumptions. the value or freedom front any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency deny conveyance documents, or any other matters. Except as expressly set forth in the Separation and Distribution Agreement or in any ancillary aeneement, all assets have been transferred on an "as is, where is" basis. Me Distrihnlion. The Separation and Distribution Agreement governs certain rights and obligations of the parties regarding the Distribution and certain actions that occurred prior to the Distribution, such as the election of officers and directors and the adoption of Wyndham Hotels° amended and restated certificaw of incorpozation and amended and restated by-laws. Prior to the Distribution, the Company delivered all the issued and outstanding shares of Wyndham Hotels common stock to the distribution agent. Following the Distribution Date, the distribution agent will electronically deliver the shares of Wyndham Hotels common stock to the Company's stockholders based on each holder of Company common stock receiving one share of Wyndham Hotels common stock for each share of Company common stock held as of May 1 S, 2015. InsereampanyAceounis. The Separation and Distribution Agreement provides that, subject to any provisions in the Separation and Distribution Agreement or any ancillary agreement to the contrary, prior to the Distribution,. intercompany accounts wire settled as set forth in the Separation and Distribution Agreement. _Release of Chains and hydemnificadon.. Wyndham Destinations and Wyndham Hotels have agreed to broad releases pursuant to which each releases the other and certain related persons specified in -the Separation and Distribution Agreement from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or alleged 22 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents to occur or to have failed to occur or any conditions existing or allestid to exist at or prior to the time of the Diseribution. These releases are subject to certain exceptions set forth in the Separation rind Distribution Agreement and the ancillary agreements. The Separation and Distribution Agreement provides for cross-indeinnities that, except as otherwise provided in the Separation and Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of Wyndham Hotelsbusiness with Wyndham Hotels, and financial responsibility for the obligations and liabilities of Wyndhana Destinations' business with Wyndham Destinations. Specifically, each party will, and will cause its subsidiaries to, indemnify, defend and hold lannless.the other party, its affiliates and subsidiaries land each of its and their respective officers, directors, employees and agents for any losses arising out ota by reason of or otherwise in connection with: • the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; • any misstatement of or omission to state a material fact contained in any patty's public filings, only to the extent the inisstateantent or omission is based upon information that was furnished by the indemnifying party (or incorporated by reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or occurred after the Spin-off; and any breach by such party ofthe Separation and Distribution Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder. The mount of each party's indemnification obligations are subject 40 reduction by any insurance proceeds received by the party being. indenfified. The Separation and Distribution Agreement -alsospecifies procedures with respect to claims subject to indemnification and related matters.. Except in the case of tax assets and liabilities related to the sale of the Company's European vacation rentals business, indemmilicntion with respect to taxes are governed solely by the Tax Matters Agreemenn insurance, The Separation and Distribution Agreement provides for the allocation among the parties of benefits under existing insurance policies for occurrences prior to the Distribution and sets forth procedures for the administration of insured claims. The Separation and. Distribution Agreement allocates among the parties the right to proceeds and the obligation to incur deductibles under certain insurance policies. In addition, the Separation and Distribution Agreement provides that Wyndham Destinations will obtain, subject to the terms of the agreement, certain directors and officers liability insurance policies, fiduciary liability insurance policies and errors and omissions and cyber liability insurance policies to apply against certain pre - separation claims, if any. Dispute Resolutia». In the event of any dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties, and/or such other representatives as the parties designate, will negotiate to resolve any disputes among such parties. If the parties are unable to resolve the dispute in this manner within a specified period of time, as set forth in the Separation and Distribution Agreement, then unless agreed otherwise by the parties, the dispute will be resolved through binding arbitration. Iliatiers Governed by the Separation and Distribution Agreement Other matters governed by the Separation and Distribution Agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support. Employee Natters Agreemod We have entered into an Employee Matters Agreement with Wyndham Hotels that will govern the respective rights, responsibilities and obligations of Wyndham Hotels and us following the Spin-off. The Employee Matters Agreement addresses the allocation of employees between Wyndham Hotels and us, defined benefit pension plans, qualified defined contribution plans, non -qualified deferred compensation plans, employee health and welfare benefit plans, incentive plans. equity -based awards, collective bargaining agreements and other employment, compensation and benefits -related matters. The Employee Matters Agreement provides for; among other things, the allocation and treatment of assets and liabilities related to incentive plans, retirement plans and employee health and welfare benefit plans in which transferred employees participated prior to the Spin-off. The Employee Matters Agreement also provides for the treatment of Wyndham Destinations' outstanding equity -based awards in connection with the Spin-off. Following the Spin-off, Wyndham Hotels employees no longer participate in Wyndham Destinations' plans or programs (other than continued participation n employee health and welfare 'benefit plans for a limited period of time fallowing the Spin-off in conjunction with the Transition Services Agreement described below), and Wyndham Hotels will establish plans or programs for their employees as deseribed in the Employee Matters Agreement. 'Wyndham Hotels will. also establish or maintain plans and 'programs -outside of Je United States as may be required under applicable law or pursuant to the Employee Matters 'agreement. 23 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Tor Mailers Agreement We have entered into a Tax Matters Agreemeat with Nifyndlians Hotels that will govern the respective rights, responsibilities and obligations of Wyndhant Hotels and us following the Spin-offwith respect to tax liabilities and benefits, tax attributes, tax contests and other lax sliming regarding U.S. federal, state, local and foreign( income taxes, other tax matters and related tax returns'. As a former subsidiary of Wyndham Destinations, 'Wyndham Hotels has (and will continue to have following th.e Spin- off) joint and several liability with us to the IRS for the combined U.S. federal income taxes of the Wyndham Destinations consolidated group relating to the taxable periods in which Wyndham Hotels was part adult group. In general, the Tax Matters Agreement specifies that Wyndham Hotels will bear one-third, and Wyndham Destinations two-thirds, of this tax liability, and Wyndham Hotels has agreed to indemnify us against any amounts for which we are not responsible including subject to the next sentenee. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the Spin-off is not tax-free. In general, if a party's actions cause the Spin-offnot to be tax-free, that party will be responsible for the payment deny resulting tax liabilities (and will indemnify the other party with respect thereto). The Tax Matters Agreement provides for certain( covenants that may restrict our ability to pursue -strategic or other transactions that otherwise could maximize the value oft= business. Although valid as between the parties, the Tax lvlatters Agreement will not be binding on the IRS. Transition Services Agreement We have entered into a Transition Services Agreement with Wyndham Hotels under which Wyndham Hotels will provide us with certain services, and we will provide Wyndham Hotels with certain services, for a limited time to help ensure an orderly transition following the dishdbution. The services that Wyndham Hotels has agreed to provide us under the Transition Services .Agreement and that we have agreed to provide Wyndham Hotels includes certain finance, information technolog-y, human resources, payroll, tax and other services. We pay Wyndham Hotels for any such services used at agreed amounts as set forth in the Transition Services Agreement. In addition, from time to time during the term of the agreement, we and Wyndham Hotels may mutually agree on additional services to be provided. The services provided under the Transition Services Agreement are, generally, to be provided for a tenet of up to 24 months following the distribution. Each party may terminate any transition services upon prior notice to the other party, generally with notice 45 days in advance of the desired termination date, and are generally to be responsible fear any costs incurred by the non - terminating party as a result of such termination. Each party also has the right to terminate the -agreement if the other party breaches any of its obligations under the agreement, subject to providing notice and opportunity to cure, solely with respect to service or services impacted by the breach. The transition services are to be provided in a manner, aud at a level of service, substantially similar to the manneeand at the level of service with which the services wete provided during the 12-month period prior to the distribution. The charge for these services are, generally, to be intended to allow the pales to recover all of their direct and indirect costs incurred in connection with providing those services. The Transition Services Agreement generally provides that each party bears its met risks with respect to the receipt and provision of the transition senices, with lirnited exceptions for items such as the otherparty's gross negligence or willful misconduct. License, Developinent and Noncompmition Agreement In connection with the Spin-off, we entered into a license, development and nonconmetition agreement with Wyndham Hotels, which, anions other things,'granted to Wyndham Destinations the right to use the "Wyndham" trademark, "The Registry Collection." and certain other trademarks and intellectual property itt our business, This right is generally limited to use in connection with our vacation ownership, vacation rental (in the U.S., Canada, Mexico and Caribbean) and vacation_ exchange businesses, with certain limited exceptions. This agreement has a term of 100 years with an option for us to extend the term for an additional 30 years. We will pay Wyndham Hotels certain royalties and other fees under this agreement. Additionally, the license, development and noncompetition agreement governs arrangements between us and Wyndham Hotels with respect to the development of new projects and non -compete obligations. These non -compete obligations restrict each of the Company mut Wyndham Hotels bane competing with. the other party's business (subject to custontany carve -outs) for the fust 25 years of the term oldie license, development and noncompetition agreement, and we may extend the teuu of these non - compete obligations for an additional 5-year term. if we achieve a certain sales target in the last nth calendar year of the initial 25-year term. If either party acquires a business that competes with the other party's businesses, Wyndham Hotels or us, respectively, must offer the other party the right to acquire such competing business upon and subject to the terms and 24 U.S.-Cuba Trade and Economic Council, Inc. New York, New York Telephone (917) 453-6726 • E-mail: council@cubatrade.org Internet: http://www.cubatrade.org • Twitter: @CubaCouncil Facebook: www.facebook.com/uscubatradeandeconomiccouncil Linkedln: www.linkedin.com/company/u-s--cuba-trade-and-economic-council-inc- U.S. Companies With A Presence In Cuba Since 17 December 2014 Eight Sales Offices One Hotel Management Contract One Healthcare Joint Venture No Manufacturing/Assembly Operations Licenses/Authorizations Issued By OFAC/BIS/OLA Not Yet Disclosed & Implemented U o_ L 0 C ..a a) E 0 With the Republic of Cuba, United States -based companies engage in the export of products, import of products, provision of services and horizontal Direct Foreign Investment (DFI). The global gross revenues of the sixty (60) listed companies with a presence exceeds US$1 trillion and the companies employ approximately 2 million within the United States and other countries; not including revenue/employees from the United States Postal Service (USPS). The list does not include most travel agents and tour operators, the majority of whom have arrangements with Republic of Cuba government -operated Havanatur Celimar, Asistur, Gaviota and other Republic of Cuba government -operated companies to market itineraries. This list does not include United States -based companies that have exported food products and agricultural commodities (Trade Sanctions Reform and Export Enhancement Act of 2000; TSREEA) and medical equipment, medical instruments, medical supplies, medicines, and pharmaceutical products (Cuban Democracy Act of 1992; CDA), and products/equipment authorized beginning in the Obama Administration and continuing through the Trump Administration. There is horizontal DFI in the Republic of Cuba by United States -based companies as represented by Marriott International (subsidiary Starwood Hotels & Resorts Worldwide), Caterpillar, United Airlines, Jet Blue Airways, Delta Air Lines, American Airlines, ABC Charters, and Cuba Travel Services. Airlines (ticket offices) Atlanta, Georgia -based Delta Air Lines (2018 revenues approximately US$41 billion); Fort Worth, Texas - based American Airlines (2018 revenues approximately US$42 billion); Chicago, Illinois -based United Airlines (2018 revenues approximately US$38 billion); and Long Island City, New York -based JetBlue Airways (2018 revenues approximately US$7 billion) which has two ticket offices in the city of Havana. Agricultural Equipment (distribution center) Peoria, Illinois -based Caterpillar Inc. (2018 revenues approximately US$38 billion) Healthcare Joint Venture (clinical trial and development) Buffalo, New York -based Roswell Park Comprehensive Cancer Center joint venture, Innovator Immunotherapy Alliance S.A., located in the Mariel Special Economic Development Zone (ZED Mariel), managed by a company affiliated with the Revolutionary Armed Forces of the Republic of Cuba (FAR). Hotel (management contract) Bethesda, Maryland -based Marriott International subsidiary Stamford, Connecticut -based Starwood Hotels and Resorts Worldwide LLC manages the 186-room Four Points Sheraton Havana and expects to manage the 83-room Inglaterra Hotel. r-I W i a) >- 4-. U U.S.-Cuba Trade and Economic Council, Inc. Travel Agency (sales offices) Cypress, California -based Cuba Travel Services (2018 revenues DND) and Miami, Florida -based ABC Charters, Inc. (2018 revenues DND) Rejected Proposals The government of the Republic of Cuba rejected two (2) publicized horizontal DFI proposals: Alabama - based Cleber LLC (a facility in the Republic of Cuba that would use parts manufactured in the United States and delivered to the Republic of Cuba to assemble tractors for the domestic market and for export) and Florida -based Florida Produce of Hillsborough County (distribution center in the Republic of Cuba featuring food and other products imported from the United States). There are a reported up to seventy (70) licenses and authorizations issued in 2016 (before and after the 8 November 2016 presidential election to 20 January 2017; and issued subsequent to 20 January 2017) by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, Bureau of Industry and Security (BIS) of the United States Department of Commerce, and Office of Legal Adviser (OLA) of the United States Department of State that have not been disclosed by the licensee, have not been implemented by the licensee, have been implemented by the licensee but not disclosed, and/or in some instances confirmed by the government of the Republic of Cuba but not by the licensee. OFAC licenses are generally valid for up to two (2) years. Most OFAC licenses seeking renewal since 20 January 2017 have been renewed. 1) Alabama- Gulfwise LLC (2016 contract export of one piece of equipment; not delivered) 2) California- Airbnb (residential reservations) 3) California- Cisco Systems (donated no -cost networking academy) 4) California- Cuba Travel Services (sales office) 5) California- Google (donated products for interactive display; donated servers) 6) California- Revel System (payment application used by restaurants in Cuba) 7) California- Stripe (application to register Cuba self-employed in US; Agreement cancelled 2018) 8) California- Viking River Cruises (cruises) 9) Colorado- Frontier Airlines (flights; ended service 2017) 10) Colorado- Western Union (funds transfers- commenced before 2014) 11) Connecticut- Booking.com [owned by Priceline] (accommodation reservations) 12) Connecticut- General Electric (equipment, parts & service for a power plant) 13) Connecticut- Pearl Seas Cruises (cruise ships) 14) District of Columbia- United States Postal Service (delivery services) 15) Florida- Crowley Liner Services (container shipping) 16) Florida- Eastern Airlines (flights) 17) Florida- Fogo Premium Hardwood Lump Charcoal (import of charcoal) 18) Florida- Natbank (Mastercard) 19) Florida- Norwegian Cruise Line Holdings (cruise ships) 20) Florida- Premier Automotive Export (export of electric vehicles/chargers) 21) Florida- Royal Caribbean Cruises, Ltd. (cruise ships) 22) Florida- Silver Airlines (flights; ended service 2017) 23) Florida- Spirit Airlines (flights; ended service 2017) 24) Florida- Stonegate Bank (Mastercard &'/2 correspondent banking agreement) 25) Florida- Carnival Corporation & PLC (cruise ships) 26) Florida- Victory Cruise Lines (cruise ships) Submitted into the public 27) Florida- Silversea Cruises (cruise ships) record for item(s) RE.1 28) Georgia- Delta Airlines (flights & ticket office) on 07/11/2019 , City Clerk 29) Illinois- Caterpillar (authorized distributorship; donated product) 30) Illinois- Deere & Company (equipment financing) 31) Illinois- United Airlines (flights & ticket office) 32) Kansas- Sprint (roaming agreement) 33) Maryland- Marriott International (two hotel management contracts) U.S.-Cuba Trade and Economic Council, Inc. 34) Massachusetts- TripAdvisor (hotel reservations) 35) Minnesota- Sun Country Airlines (flights) 36) Netflix- (unblocked video streaming) 37) New Jersey- Advanced Solar Products (export of electric vehicle chargers) 38) New Jersey- IDT Corporation (direct long distance) 39) New Jersey- Wyndham Worldwide (hotel management)- Agreement Cancelled 40) New York- Colgate-Palmolive (oral education program- early 2014) 41) New York- Infor (software technology)- Announced/No Further Action 42) New York- JetBlue Airlines (flights & two ticket offices) 43) New York- Mastercard International (credit/debit branded cards) 44) New York- Nestle Nespresso USA (coffee imports) 45) New York- Roswell Park Comprehensive Cancer Center (vaccine clinical trial; product development Joint Venture) 46) New York- Starr Companies (letter of intent- insurance) 47) New York- Verizon (roaming agreement) 48) New York- Weber Shandwick (OFAC license to open office; Nothing to date) 49) Puerto Rico- Banco Popular de Puerto Rico (Mastercard) 50) Puerto Rico- Rimco (Caterpillar distributor) 51) South Carolina- Frenzy Tees (printing t-shirts with images designed by company in Cuba) 52) Tennessee- FedEx (sought direct cargo flights; abandoned in 2019) 53) Texas- American Airlines (flights & ticket office) 54) Texas- AT&T (roaming agreement) 55) Texas- Mercutio Biotec (diabetes treatment clinical trial) 56) Texas- Southwest Airlines (flights) 57) Utah- Rapid Financial Solutions (Niche payment application used by t-shirt company Cuba) 58) Virginia- Cuba International Network (production agreement & office presence) 59) Washington- Alaska Airlines (flights) 60) Washington- Expedia, Inc. (accommodation reservations) 61) Washington- T-Mobile (roaming agreement) Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk